Austin Powers: The Spy Who Shagged Me - Verbal Diorama

Episode 357

Austin Powers: The Spy Who Shagged Me

Published on: 17th September, 2026

The original Austin Powers: International Man of Mystery (1997) wasn't a huge hit at cinemas. It found its real audience on home video and cable, building into a genuine phenomenon almost after the fact.

That success put New Line in an unusual position for the sequel: expectations had shifted from "will this work" to "this will work and let's make it bigger and crazier". It meant Mike Myers going from playing two roles - Austin and Dr. Evil - to playing three, with Fat Bastard being literally the biggest villain he would ever play. The Academy was so impressed with the makeup for Fat Bastard, that they would nominate the makeup team for an Oscar. Get in my belly, indeed.

Austin Powers: The Spy Who Shagged Me released 11th June 1999, on a $33 million budget and went on to gross $312 million worldwide, outgrossing the entire domestic theatrical lifetime of the original within its opening weekend alone. Very shagadelic, baby.

Rather than ignore the impending Summer 1999 juggernaut that was Star Wars: Episode I - The Phantom Menace, The Spy Who Shagged Me's marketing team embraced it, with a teaser trailer that insisted fans see Star Wars, and the result made the Austin Powers sequel the must-see comedy of the summer of 1999...

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Transcript
[:

Hi, everyone. I'm Em, and welcome to Verbal Diorama, episode 357, Austin Powers: The Spy Who Shagged Me. This is the podcast that's all about the history and legacy of movies you know and movies you don't that ... Wait, who are you? I'm you from 10 minutes from now. Oh, hey. What have you come back for? Do I need to do something to save this episode?

No, I just wanted to let you know it's a great episode, and keep doing what you're doing. Oh, thanks, Em from 10 minutes in the future. You're You're very groovy, baby. Welcome to Verbal Diorama. Whether you're a brand new listener to this podcast, whether you're a regular returning listener, thank you for being here.

an indie podcaster who does [:

And if you're a brand new listener, you've got a lot of episodes to catch up on, including a previous episode on Austin Powers: International Man of Mystery

Which is episode 320 of this podcast. Highly recommend you go and listen to that episode if you have not

So September traditionally on this podcast is Sequel-tember. Sequel-tember has returned for another sequel to a sequel. I think it's two sequels. This is, this is the third Sequel-tember, so technically this is two sequels to Sequel-tember. Anyway, I'm confusing myself. I think I'm going cross-eyed.

Sequel-tember is basically a part of the podcast where I can do the sequels to the big movies that have already got episodes. So any movie in Sequel-tember, the first movie in the series is in the Verbal Diorama back catalog somewhere

Back to the Future Part Two, [:

A dystopian future for Austin Powers without his mojo. Here's the trailer for Austin Powers: The Spy Who Shagged Me

e machine and travels back to:

ealizes his mojo is gone, he [:

Let's run through the cast. We have 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; Seth Green as Scott Evil; Mindy Sterling as Frau Farbissina; Verne Troyer as Mini-Me; and Elizabeth Hurley as Vanessa Kensington.

becca Romijn, Willie Nelson, [:

success at the box office in:

Frozen in the:

Yeah But then Austin Powers: International Man of Mystery came out on DVD and VHS and completely blew up. Austin Powers became a legitimate phenomenon. The film's quotes spread like wildfire through college campuses and playgrounds. Simply put, without the advent of DVD, the Austin Powers phenomenon of the late '90s wouldn't have existed

In fact, it was so successful on VHS and DVD that a sequel was put into action. And as it happened, Austin's one true love Vanessa had been a fembot all along. More of the same ripping off of Bond as the first movie because Bond could never settle down with a wife either. Mike Myers and co-writer Michael McCullers decided that if they were going to revisit the groovy world that Austin inhabits, they had to make the sequel bigger in every way, sometimes quite literally.

ed to pull out the stops and [:

But with Elizabeth Hurley busy on other projects and unavailable to reprise her role as Vanessa Kensington, the new wife of Austin, except for a small cameo, Myers and McCullers wrote Vanessa to be a fembot all along, and in the grand tradition of Bond references, decided to give Austin a new love interest, a CIA agent with an appropriately Bond-ified name, Felicity Shagwell.

was based on Jill St. John's [:

After Boogie Nights, she was suddenly being offered movies without having to audition and for more money than before

And when Mike Myers contacted her for his Austin Powers sequel, she didn't even have to audition for the role

the younger Number Two, circa:

He was good friends with Mike Myers and relished playing the young Robert Wagner. Lowe's imitation of Wagner was spot on because he was actually good friends with Wagner's daughter Katie and used to hang out at Wagner's house.

re, Peter Sellers, and Monty [:

The Island of Dr. Moreau from:

And of course, the narcissistic Dr. Evil would call him Mini-Me. And the search for Mini-Me needed someone who could plausibly read as a one-eighth scale Dr. Evil. They auditioned actors ranging from 17 inches tall up to 4'8" before finding their match in Verne Troyer.

" [:

ini-Me alive and well at the [:

The spy who shagged me meant

Going bigger with the things the first movie did so well. And one of those was the intro sequence, which was based on the Busby Berkeley big Hollywood musicals. With the first movie being low budget, they couldn't really pay the level of homage they wanted to.

But with a bigger budget, they could do the full choreography, including, as I'll come to, a synchronized swimming section. To plan the sequence, they used index cards with exact camera placements, staging, and exact sizings for the fruit, bread, meat, and various items that would cover Mike Myers' appendages, his meat and two veg, his twig and berries, or as Myers called them, his kibbles and bits.

He actually wore a sock, occasionally with a G-string to hold it in place, but Mike Myers was very comfortable being all out there, if you get my drift.

hing had been choreographed, [:

Finally, on take number 13, everything came together perfectly and Roach was happy, but Myers wasn't. So Myers ended up directing more takes without Roach as he then raced to the hospital. About 10 takes later, they were done, and after all of that, they ended up using take 13, Roach's perfect final take

Now, of course, Austin wouldn't be Austin without his signature clothing, and Dina Apple returned from her work on costuming the first movie for the sequel, and at the time, New Line had started auctioning off film costumes on their website. But some of the costumes from Austin Powers: International Man of Mystery had thankfully survived the sale.

in Austin's world that Apple [:

The orange and blue jumpsuit was based on James Bond and In Like Flint. Velasco also made Fat Bastard's kilt. The Scots Guard uniform was hands down the most expensive costume in all three films, simply because of the volume of fabric and pleating in the kilt alone. They fully researched the Scots Guard uniform, and it was probably the largest waistline and the most fabric in one garment that Velasco had ever constructed.

tting room so he could climb [:

And Apple would say that Vern Troyer was a great collaborator. For Heather Graham as Felicity and her memorable head-turning entrance in a blue playsuit, she actually ended up wearing Austin's traditional blue. So Austin was costumed in a cherry red suit to contrast to Felicity. The embroidered butterflies in the playsuit symbolized the emerging hippie free love culture.

The hot pants were chosen because Graham would be sliding down a pole into a dance routine, so it was a practical as well as a stylish choice, with matching over-the-knee boots. John Hales, maker of the black catsuits for Vanessa and Mrs. Kensington from the first movie, also created the embroidered suede jumpsuit for Felicity, and Clint Bryant once again made the knee-high boots.

s specially made by New York [:

Synchronized Swimming Team in:

ged Me. Margo Thenn and Jill [:

sed on the Cole of California:

The pink petal swim caps were bought from a store in New York. While Verne Troyer would spend three hours every day in makeup to transform himself into Mini-Me, Mike Myers was on triple duty as Austin, Dr. Evil, . And Fat Bastard. The head-to-toe makeup and prosthetics for Fat Bastard were designed and created at Stan Winston Studio under the supervision of key artist Mike Smithson, and would go on to earn Smithson and Michelle Berk an Academy Award nomination for Best Makeup.

Stan Winston would beg to [:

According to Heather Graham, he also had genitals, but because he was so fat, you couldn't see them. Myers would spend almost seven hours to become totally transformed into the character. The costume consisted of a fabricated under suit with a latex body suit above. He would wear an auto racing cool suit to counteract the heat generated inside the fat suit, and he would also have an in-built emergency waste evacuator just in case he needed to pee, because there was no way that that costume was going to come off quickly.

formance in bed with Heather [:

But arguably the most famous cameo comes from the late, great Jerry Springer. And for Jerry Springer, you kinda had to be there in the '90s for his infamous talk show, The Jerry Springer Show, that birthed this weird craze of trashy courtroom style TV with chanting, "Jerry, Jerry, Jerry," with profanity, physical fights, baby daddy drama, and controversial topics like adultery and incest,

to physically fight Dr. Evil [:

The scene was designed as a counterpart to one from the first film in which Dr. Evil attends family therapy with Scott. The production fully recreated The Jerry Springer Show stage with fake security and a jeering audience. The "You were born in your mother's ass" insult came from the real-life trial of gangster John Gotti.

ini-Me, his clone as I said, [:

most famous role. He died in:

c, who died of Alzheimer's in:

cast and crew in hysterics, [:

And this is a good time to segue into the obligatory Keanu reference of this episode. And if you don't know what that is,

It's where I try and link every movie that I feature in every episode with Keanu Reeves for no reason other than he is the best of men And really, there, there's no easy way for me to link Keanu Reeves to Austin Powers except to say that Austin Powers: The Spy Who Shagged Me came out 11 weeks after The Matrix came out.

ot of good movies came out in:

It earned her a fifth Grammy Award for Best Song Written for Visual Media. The music video was directed by Brett Ratner and starred Madonna and Mike Myers as Austin Powers. Other songs included on the soundtrack were Lenny Kravitz's American Woman, which has a music video directed by Paul Hunter starring Heather Graham, and Word Up, a cover by the Spice Girls' Mel B produced by Timbaland.

Burt Bacharach and Elvis Costello's rendition of I'll Never Fall in Love Again also appears, as does Quincy Jones's iconic Soul Bossa Nova

And Austin Powers is one of those really fascinating franchises in that the first movie didn't seem to really resonate with that many people, but the sequel seemed to just completely blow up

And there [:

But by the time The Spy Who Shagged Me screened for test audiences, the opposite happened, and the audience loved pretty much everything. It tested around the 90 mark, which left the producers with the unenviable task of rifling through the footage to discern what should make the final cut. One of the most challenging things to get right was the film's time travel element.

hey actually just decided to [:

And so they used Basil Exposition for a scene where he breaks the fourth wall to instruct the viewer to just enjoy themselves rather than figure out if the time travel elements made sense. And that was the easiest way to get around the time travel issue

because the biggest movie of:

course, the biggest movie of:

But not just any teaser trailer. It's one where you see a shadowed character, heavy breathing. You think it's Darth Vader, and then you realize it's Dr. Evil. And the tagline is, "If you see one movie this summer, see Star Wars. But if you see two movies, see Austin Powers."

g in the Californian English [:

Unlike the Austin Powers International Man of Mystery, where they didn't really have a plan to market the characters or the movie, this time they had a marketing plan. They were actively promoting their biggest rival in their marketing, and Austin and Dr. Evil were plastered on magazines and billboards.

New Line parent Warner Brothers at the time had a chain of retail stores that were stocked , with novelty Austin Powers items. Brands actually lined up to align themselves with the character and the movie, yet again, the power of '90s Mike Myers. And they played along with what they perceived to be cheeky, risque, but pretty harmless humor.

t's probably marginally more [:

But it did lead to the title being censored for several other countries. The working title of the movie was actually Austin Powers 2: The Wrath of Kahn. It then became Austin Pussy, which would be reused in Goldmember as the movie within the movie. But while the title is a play on the title of the James Bond film The Spy Who Loved Me, internationally, the title needed some retooling, no pun intended.

o Austin Powers: The Spy Who [:

th of June,:

because this is the cinema in:

million domestically and [:

In fact, its domestic opening weekend gross of $54.9 million surpassed the lifetime domestic gross of the first movie, which was $53.9 million. On Rotten Tomatoes, the film has a rating of 53%, with a critical consensus reading, "Provides lots of laughs with Myers at the helm, as funny or funnier than the original."

And as I mentioned, it was the only film in the Austin Powers franchise to receive an Oscar nomination for Best Makeup And I have briefly mentioned the sequel, Austin Powers in Goldmember. I actually re-watched that movie completely unrelated because I was feeling kinda poorly recently, and I thought, "I'll watch a funny movie.

's really interesting to see [:

es. The final one came out in:

h no further elaboration. So [:

The Spy Who Shagged Me is often seen as a superior sequel, perhaps because more people ultimately saw it than the original. But you also don't need to see any of the original to understand what's going on and understand Austin's world. It does take away the fish-out-of-water comedy of the first, but it also sensibly invests in making Dr.

d The Good Stuff seemingly in:

in The World Is Not Enough, [:

His physical comedy is incredible, and he just has this amazing screen presence that really just makes you love the character completely. And Mike Myers himself is having a great time as both Austin and Dr. Evil. It's interesting that there's no alpha male, red pill, manosphere stuff here, because Austin is manly, but he's also sensitive, awkward, and nerdy.

ed from his past adventures. [:

He may no longer be married to his fembot ex-wife, and he may be a little too gleeful at his newly found single status. But despite all the innuendo and machismo, Austin is a genuinely kind, respectful, and decent person who doesn't lose any of that despite losing his mojo. I really do think we're becoming a society where we want more men to be like Austin Powers, because I still maintain that Austin is sexy despite the bad teeth and the inappropriate sexual humor.

it's a shame she isn't given [:

But she also highlights the misogyny and double standards not only of the time, but also of doing her job, where when Austin seduces a woman for information, it's okay, but it's not when Felicity does it. Although, that might be more aimed at who she gets information from and how it all goes down. Again, no pun intended.

Speaking of, Fat Bastard is a revelation as a body suit with all the prosthetics, but the character doesn't age well and fat jokes just don't hold up. The first movie refrained from making mean-spirited jokes and instead just subverted the many tropes of spy movies and comedy movies, but Fat Bastard kinda goes a bit too far.

guy. I will concede that the [:

Overall, though, he's not my bag, baby. While the first Austin Powers movie was restrained in many ways, Myers and Roach really capitalized on their gamble because by the time this movie came around, they knew exactly what the audience wanted. They wanted more Dr. Evil, they wanted more cameos, and they wanted more ridiculousness.

The Jerry Springer segment where evil dads reunite with their sons does not progress the story in any way, but it's a brilliant showcase for Myers as Dr. Evil to steal the show, to fight Jerry Springer, and to upset a member of the KKK and a neo-Nazi by calling his own son the Diet Coke of evil. He punches a Klansman and boasts, "I got your hood."

okay guy in my book, despite [:

And even though he went from the '60s to the '90s, back to the '60s, and then back to the '90s, the 30-year rule does suggest Austin could return. I guess this is as good a time as ever to let you know that I was a Fembot all along Wait, what's that in the sky? It looks like someone's...

Sausage. Free sausage sandwiches for everybody. But before you cook yours, make sure you give them a little... prick. Ow, that hurt my finger, which looks suspiciously like a really small cock. That's right, I'm watching Chicken Run, and that cockerel character is really funny. But there's someone at the door. I need to open it with the knob to receive a huge package.

Wow, [:

And in many ways, The Spy Who Shagged Me is The Empire Strikes Back of Austin Powers. So for the next episode, how about we end Sequel-tember with the actual Empire Strikes Back? There are no Empire Records fake-outs this time round, not the TV show Empire, not Empire of the Sun. Star Wars Episode V: The Empire Strikes Back.

tory and legacy of Star Wars [:

So please join me next episode for the history and legacy of The Empire Strikes Back'

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try to respond as quickly as [:

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About the Podcast

Verbal Diorama
The award-winning indie film history podcast celebrating the history and legacy of movies you know, and movies you don't.
The award-winning indie film history podcast celebrating the history and legacy of movies you know, and movies you don't.

Have you ever wondered how your favourite movies were made? Hosted by Em, Verbal Diorama is a movie podcast that takes you behind the scenes to discover the extraordinary stories of cast and crew who bring classic films, blockbuster films, and cult films to life.

Movies are tough to make, and this podcast proves how amazing it is that they actually exist. From Hollywood classics to hidden gems, each episode explores the behind-the-scenes history, legacy, and untold filmmaking stories that make cinema history.

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Em .

Hi! I'm Em. I created Verbal Diorama in 2018, and launched the podcast in February 2019 to rapturous applause and acclaim.... from my cat Jess.

The modus operandi of Verbal Diorama is simple: movies are tough to make! The coming together of a team of people from all walks of life to make something to entertain, delight and educate us for 90+ mins is not an easy task, and yet so many succeed at it. That must be something to celebrate.

I'm here to do just that - to celebrate movies. Their history and legacy, and why they remain so special to so many of us.

Episodes are audibly book ended by Jess. She sadly passed away in March 2022, aged almost 18. She featured in many episodes of the podcast, and that's why you can hear her at the end of every episode. The role of official feline producer is now held by the comparatively quieter Evie and Peggy.

I love podcasts, and listen to many, but never my own.

I unashamedly love The Mummy (1999) and Grease 2. I'm still looking for a cool rider.