It’s hard to imagine now, but there was a window in 1999 where you literally couldn't escape the phrase "Get in my belly!" It was everywhere. School hallways, office water coolers, late-night talk shows. Mike Myers had already struck gold with the first Austin Powers flick in 1997, but The Spy Who Shagged Me was the moment the franchise mutated into a genuine cultural supernova. It didn't just make money; it redefined how we talked for like, three years straight.
People forget how risky this sequel felt at the time. The first movie, International Man of Mystery, was actually a bit of a sleeper hit. It did okay in theaters but truly found its cult following on home video (remember VHS?). When New Line Cinema greenlit the sequel, they weren't just making a follow-up; they were betting that the world was ready for a full-on parody of 1960s spy tropes that felt both incredibly dirty and weirdly sweet.
Honestly, it worked. The movie grossed over $312 million worldwide. That’s insane for a R-rated-style comedy that squeezed into a PG-13 rating. It outgrossed the original's entire domestic run in just its opening weekend.
The Weird Genius of The Spy Who Shagged Me
The plot is basically a fever dream. Dr. Evil, played with a sort of fragile ego by Myers, travels back to 1967 to steal Austin’s "mojo." What is mojo? The movie never really defines it beyond a vague essence of sexual confidence stored in a literal vial. It’s a MacGuffin in its purest form. By stripping Austin of his confidence, the movie allows Myers to play the character as a vulnerable, slightly pathetic figure rather than just a swinging caricature.
This is where the sequel actually improves on the original. It leans harder into the absurdity. We get Mini-Me (the late, great Verne Troyer), a 1/8th scale clone of Dr. Evil who became an instant icon. We get Fat Bastard, a character that, let’s be real, probably wouldn't be written the same way in 2026, but dominated the zeitgeist back then.
Why the 60s Aesthetic Still Pops
Visually, the film is a total assault on the senses. Production designer Rusty Smith and costume designer Deena Appel went all-in on the "Mod" look. We’re talking neon oranges, psychedelic swirls, and enough velvet to upholster a small village. It was a parody of the Sean Connery era of James Bond, specifically You Only Live Twice and Thunderball, but it also pulled from the 1967 Casino Royale and Our Man Flint.
The movie captured a specific kind of nostalgia. It wasn't just making fun of the 60s; it was celebrating the colorful, optimistic silliness of that era’s cinema. It’s why the movie feels "warm" despite the constant poop jokes.
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Heather Graham and the Changing of the Guard
One of the biggest talking points at the time was the replacement of Elizabeth Hurley. While Hurley’s Vanessa Kensington was the perfect "straight man" to Austin’s antics, Heather Graham’s Felicity Shagwell brought a different energy. Graham was coming off the massive success of Boogie Nights, and she stepped into the role of a CIA operative with a 1990s-meets-1960s vibe.
Some fans missed Hurley. I get it. But Felicity Shagwell was designed to be Austin’s equal. She was a "shagadelic" counterpart who could handle the action beats just as well as the comedy. The chemistry wasn't quite the same—it was more of a "best friends who also flirt" vibe—but it kept the franchise from getting stale.
The Soundtrack Was a Monster
You can't talk about The Spy Who Shagged Me without mentioning the music. This was back when soundtracks were a massive deal. Madonna’s "Beautiful Stranger" was a global smash. Lenny Kravitz covered "American Woman." The Spice Girls were originally supposed to be involved in some capacity, but the final tracklist ended up being a weirdly perfect mix of contemporary pop and 60s throwbacks like The Monkees and Burt Bacharach.
Madonna’s music video for the film, directed by Ricardo Baptista, featured Myers in character. It was peak 1999 marketing. It blurred the lines between a movie trailer and a music video, making the film feel like an event you’d be a loser for missing.
Critics Hated It (Mostly) and Nobody Cared
If you look at the reviews from June 1999, critics were... divided. Roger Ebert actually liked it, giving it three stars and noting that the movie’s "unapologetic vulgarity" was its biggest strength. Others thought it was just a lazy rehash of the first film's jokes.
They weren't entirely wrong. The "Shadow Show" scene (where Austin and Felicity are behind a tent and their silhouettes make it look like they’re pulling increasingly large objects out of Austin’s pants) is a direct escalation of the first movie’s "naughty bits" censorship gags. But that’s the point. It was a comedy that understood its audience. It knew people wanted the hits, just played louder and with more budget.
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The Technical Side of Being Dr. Evil
Playing multiple characters is a nightmare for a production. Myers was Austin, Dr. Evil, and Fat Bastard. This meant hours in the makeup chair. Special effects makeup artist Stan Winston (yes, the guy who did Jurassic Park and Terminator) worked on the Fat Bastard suit.
It wasn't just a fat suit; it was a complex piece of engineering. Myers had to be cooled down with fans between takes because the heat inside the prosthetic was dangerous. When you watch the "coffee" scene or the dance numbers, you’re seeing a massive technical achievement disguised as a dumb joke. That’s the "secret sauce" of the Austin Powers trilogy—it’s much smarter than it looks.
Dr. Evil: The Real Protagonist?
Ask anyone their favorite part of the movie. Most won't say Austin. They’ll say Dr. Evil. By the second film, Dr. Evil’s relationship with his son, Scott Evil (Seth Green), became the emotional heart of the story. Well, maybe "emotional heart" is a stretch, but it provided the best dialogue.
The scene where Dr. Evil and Scott go on The Jerry Springer Show is a perfect time capsule. It satirized the trash-TV culture of the late 90s while grounding a supervillain in the mundane reality of being a crappy father.
Then there's the "Just the Two of Us" rap.
It’s objectively ridiculous. Dr. Evil rapping to Mini-Me. But in 1999, it was the pinnacle of comedy. It showed that Myers understood something crucial: villains are funnier when they are trying desperately to be "cool" and failing miserably.
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Legacy and the "Austin Powers" Hangover
After The Spy Who Shagged Me, comedy changed. For a few years, everything tried to be this. We saw an explosion of "spoof" movies that lacked the heart of the Powers franchise. The movie also arguably killed the traditional Bond film for a while. Producers of the 007 franchise have admitted that they had to go "gritty and dark" with Daniel Craig's Casino Royale because Austin Powers had made the gadgets and puns of the old Bond movies look too silly to be taken seriously anymore.
Is the movie "problematic" by 2026 standards? Probably. The Fat Bastard character is built entirely on physical tropes that don't fly as well today. The double entendres are relentless. But as a piece of pop culture history, it’s a fascinating look at what made the world laugh at the turn of the millennium.
It was a bridge between the analog comedy of the 80s and the meme-heavy comedy of the internet age.
How to Revisit the Film Today
If you’re planning a rewatch, don’t just look for the jokes. Look at the craftsmanship.
- Notice the lighting: Peter Deming, the cinematographer, also worked with David Lynch on Mulholland Drive. He brings a crisp, cinematic quality to the movie that most modern comedies lack.
- Listen to the cameos: Jerry Springer, Burt Bacharach, Elvis Costello, Woody Harrelson, Willie Nelson. The movie is a "who's who" of 90s fame.
- The Editing: The pacing is breakneck. It rarely lingers on a joke for more than ten seconds before moving to the next bit.
The Spy Who Shagged Me remains the high-water mark of the trilogy. It had the biggest budget, the most confident writing, and it caught Mike Myers at the absolute peak of his powers. It’s a loud, colorful, slightly gross, and incredibly earnest tribute to a bygone era of cinema.
To get the most out of the experience now, try watching the original 1960s films it parodies first. Put on In Like Flint or The Silencers. Seeing where the tropes originated makes the satire in Austin Powers hit much harder. It's not just a movie about a guy with bad teeth; it's a meticulously crafted deconstruction of the male ego in the 20th century. Or, you know, it’s just a movie where a guy says "shag" a lot. Both are true.
The next time you see a Dr. Evil meme or hear someone say "Right..." in that specific pitch-perfect tone, remember that it all traces back to a very specific moment in 1999 when we all decided that a spy in a velvet suit was the funniest thing on the planet. Over twenty-five years later, it’s still pretty hard to argue with that.