The Spy Who Shagged Me (1999): Austin Powers 2 Cast, Plot and Ending
The Spy Who Shagged Me (1999), sometimes billed as Austin Powers 2, is the second Austin Powers film, directed by Jay Roach and starring Mike Myers, and it grossed $313.7 million worldwide on a $33 million budget, according to Box Office Mojo. The 95 minute PG-13 comedy reached US theaters on June 11, 1999, and sends Austin Powers back to 1969 after Dr. Evil steals his mojo.
The Spy Who Shagged Me is a spy spoof in which Austin Powers follows Dr. Evil back to 1969 to recover his stolen mojo, the source of his charm and drive. Jay Roach directed it as the sequel to Austin Powers International Man of Mystery (1997), and Mike Myers plays three roles: Austin Powers, Dr. Evil and Fat Bastard.
The story begins with Austin newly married to Vanessa Kensington, only for him to learn that she is a fembot built by Dr. Evil, and she blows up. Dr. Evil, meanwhile, returns from a long stay in space and is reunited with his son Scott. He also gains a miniature clone of himself called Mini-Me. To beat Austin for good, Dr. Evil travels back to 1969 and steals the mojo, which leaves Austin without his confidence and his powers.
Austin has no choice but to follow. In the past he teams up with an American agent named Felicity Shagwell, played by Heather Graham, and the pair start tracking the trail of the stolen mojo. If you are new to the series, the setup is easy to pick up, and the Austin Powers movies in order guide shows where this film sits between the first and third entries.
The title parodies the James Bond film The Spy Who Loved Me (1977). For the wider context, see the Austin Powers Bond parody page and our James Bond coverage.
What Songs Are in Austin Powers: The Spy Who Shagged Me?
George S. Clinton composed the score for Austin Powers: The Spy Who Shagged Me (1999), directed by Jay Roach, and the songs came out on "Austin Powers: The Spy Who Shagged Me: Music from the Motion Picture" on Maverick, released on May 31, 1999. The album runs to 12 tracks and mixes new recordings with familiar rock, pop and lounge material.
Three of the songs are original to the film: "Beautiful Stranger" by Madonna, "American Woman" by Lenny Kravitz and "Just the Two of Us (Dr. Evil mix)" by Dr. Evil. The rest are existing songs, and the lineup shows how far the film reaches, from a 1960s Quincy Jones jazz favorite to Green Day and The Flaming Lips. That spread suits a story that jumps between 1999 and 1969, with Clinton's score holding the spy parody together between the needle drops.
The featured songs are:
"Beautiful Stranger" by Madonna
"American Woman" by Lenny Kravitz
"Word Up" by Melanie Brown
"Just the Two of Us (Dr. Evil mix)" by Dr. Evil
"Soul Bossa Nova (Dim's Space-A-Nova)" by Quincy Jones and His Orchestra
"Time of the Season" by Big Blue Missile and Scott Weiland
"My Generation" by The Who
"Draggin' the Line" by R.E.M.
"I'll Never Fall in Love Again" by Burt Bacharach and Elvis Costello
"Espionage" by Green Day
"Buggin'" by The Flaming Lips
"Alright" by The Lucy Nation
If you want the music for the rest of the series, the Austin Powers soundtrack page covers composers and key tracks film by film on Cinvibe.
The full plot takes Austin Powers from 1999 to 1969 and finally to Dr. Evil's base on the Moon, where the stolen mojo is held. It plays like a three step job: lose the mojo, trace it through 1969, then break into the villain's lair.
After the fembot version of Vanessa Kensington self destructs, Dr. Evil decides the surest way to defeat Austin is to attack him in the past. He goes back to 1969 and takes Austin's mojo, and without it Austin loses both his confidence and his powers. Austin travels to 1969 as well, where he works with CIA agent Felicity Shagwell. The two follow the trail of the mojo to Dr. Evil's Moon base.
The climax happens in two stages. First, Austin beats Mini-Me. Then he faces Dr. Evil, who has trapped Felicity in a chamber that is filling with poison gas. Austin uses the time machine to jump ten minutes back, and that jump lets him save Felicity and stop the plan.
Dr. Evil starts the base's self destruct countdown and escapes, tossing Austin's mojo into the air as he goes. Austin fails to catch it, and it is destroyed. Felicity then tells him he never lost his mojo, and the two head back to 1999. Fat Bastard makes one more attempt on Austin, but he is disarmed. Back in 1969, Dr. Evil gets Mini-Me back and swears he will take revenge.
When Was The Spy Who Shagged Me Released?
The Spy Who Shagged Me reached US theaters on June 11, 1999, according to Wikipedia, though Box Office Mojo lists the earliest domestic showings on Wednesday, June 9, and The Numbers gives a wide release of June 10. The UK followed on July 30, 1999, and Australia on October 6, 1999.
The film carried a PG-13 rating in the US, a 12 in the UK and an M in Australia. Its opening weekend was $54.9 million in the US, according to Box Office Mojo, which is more than the first film earned across its entire domestic run.
New Line Home Video released the film on home video on November 16, 1999. Today, TMDB's JustWatch data (checked November 3, 2026) lists subscription streaming on HBO Max and Now TV Cinema in the UK and on HBO Max in Australia. In the US the film is a rental or purchase on Amazon Video, Apple TV, Google Play Movies, YouTube and Fandango At Home, with Spectrum On Demand also offering a rental. Netflix is not listed in any of the three countries, so if you are searching for Austin Powers 2 on Netflix, it will not turn up there. Check where to watch Austin Powers for the other films.
The Spy Who Shagged Me Ending ExplainedSpoilers
The ending explains that Austin never lost his mojo and that Dr. Evil is free to return, which closes this story while leaving a door open for the next one. In my opinion, it is the smartest move in the script, because the film spends its length treating the mojo like a missing part and then admits it was never an object at all.
Here is how the last stretch works, step by step. Dr. Evil starts the Moon base self destruct countdown and escapes, tossing Austin's mojo into the air on his way out. Austin fails to catch it, and it is destroyed. If the mojo were a physical gadget, that would be the end of him. Instead, Felicity tells him he never lost it. It could be argued that this is the film's one sincere beat, and it lands because it comes right after the ten minute time jump that saved her life.
Austin and Felicity then return to 1999 together. Fat Bastard makes a final attempt on Austin, but he is disarmed, which clears the last open thread in the present. The real hook is in 1969: Dr. Evil gets Mini-Me back and swears he will take revenge. Compared with the first film, where Dr. Evil was frozen and thawed to restart his plans, this villain walks away with a fresh grudge and a sidekick, which leads into Austin Powers Goldmember. If you plan to watch the series straight through, the Austin Powers timeline shows how the three films connect.
Where Was The Spy Who Shagged Me Filmed?
Neither the studio nor the trades have published specific filming locations for The Spy Who Shagged Me, so no real world sites can be named with confidence. What the film itself shows is a story that moves between 1999, 1969, deep space and Dr. Evil's Moon base, with the Moon lair and its self destruct countdown as the main set piece.
The jump between the two years drives the plot: Austin arrives in 1969 with Felicity Shagwell, a CIA agent, as his partner, and the Moon base is where the chase ends. For the film's place in the larger story, the Austin Powers movies hub covers the series from the first film to the fourth that is in development.
The Spy Who Shagged Me Fun Facts
The best fun facts about The Spy Who Shagged Me come from the production credits and the box office record, and they show how big a hit the sequel was.
Mike Myers wrote the screenplay with Michael McCullers and also produced. He plays three roles: Austin Powers, Dr. Evil and Fat Bastard.
Demi Moore is among the credited producers, alongside Eric McLeod, Jennifer Todd, Suzanne Todd and John S. Lyons.
The production budget is listed at $33 million by Box Office Mojo.
The film opened with $54.9 million domestically, according to Box Office Mojo, more than the first film's whole US run.
It was produced by Eric's Boy, Moving Pictures and Team Todd and released by New Line Cinema.
The title parodies the James Bond film The Spy Who Loved Me (1977). Some promotional posters called the film Austin Powers 2.
New Line Home Video released it on home video on November 16, 1999.
The Spy Who Shagged Me (1999) was released on home video by New Line Home Video on November 16, 1999. The Numbers, checked 2026-11-03
Mike Myers plays three roles in The Spy Who Shagged Me (1999): Austin Powers, Dr. Evil and Fat Bastard. TMDB, checked 2026-11-03
FAQs
Was Jennifer Coolidge in Austin Powers?
Jennifer Coolidge is not among the 15 top credited cast members of The Spy Who Shagged Me. Smaller roles sit below that cutoff, so a brief appearance cannot be ruled out from the top credits alone. The main cast is on the Austin Powers cast page.
What is Dr. Evil's famous line?
No studio or trade source names one official catchphrase for Dr. Evil. In The Spy Who Shagged Me his goal is to steal Austin's mojo. For exact quotes, the films themselves are the best reference.
Is there a movie called "The Spy Who Sexed Me"?
No. The film's title is The Spy Who Shagged Me, released in 1999 as the second Austin Powers movie. Its title parodies the James Bond film The Spy Who Loved Me (1977), and some promotional posters called it Austin Powers 2.
Is Austin Powers 4 coming?
A fourth Austin Powers film is in development. Mike Myers was reported in June 2026 to have said "yes" to it, but no release date has been announced and the studio is unconfirmed. The Austin Powers 4 page tracks what has been reported and what has been confirmed.
Who is Dr. Evil a parody of?
No studio or trade source names a specific person or character that Dr. Evil parodies. Mike Myers plays him in all three Austin Powers movies, and the series as a whole spoofs James Bond, as the title of this film shows. The wider Bond connection is covered on the Austin Powers Bond parody page.
Who turned down the role of Dr. Evil?
No studio or trade source names an actor who turned down Dr. Evil. Mike Myers plays the role in all three films, and in The Spy Who Shagged Me he also plays Austin Powers and Fat Bastard and co wrote the screenplay.
