The "International Man of Mystery" is back for a third adventure. Comedian Mike Myers plays four characters (including the two title roles) in this latest spy spoof sequel to the 1997 blockbuster hit. Alan Silverman has a look at Austin Powers in Goldmember.

Dapper and randy Austin Powers flashes back to 1975 to thwart the latest world domination plot by his nemesis, Dr. Evil, who is in cahoots with the diabolical "Goldmember." Back in the disco 70's, Austin joins up with sexy sidekick "Foxxy Cleopatra."

Beyonce Knowles, the 20-year-old lead singer of the pop music group "Destiny's Child," makes her feature film debut as the parody of action heroines from the '70's "blaxploitation" [black exploitation] films.

"I just left the jokes up to Austin and tried to react naturally; but it was hard not to laugh with Mike Myers," admits Beyonce. "He is very spontaneous. He comes up with new jokes every take and you never know what to expect with him. I just had to be focused and think like Foxxy. You know if Foxxy doesn't think it's funny, I can't think it's funny."

As he did in the first two Austin Powers comedies, Michael York plays the secret service chief; and the veteran English actor appreciates the broad spoof of the sort of films he starred in back in the 1960's.

"It's an affectionate spoof... a send-up," he says. "It's slightly larger than life. The way films look - the design the costumes, it's all just a bit over the top as is, may I say, some of the acting too. Otherwise it doesn't work, even for the character I play, who is fairly straight. Basil Exposition is not, perhaps, as wild and crazy as some of the other characters, but the clothes are exaggerated. It helps. You know you are not in a domestic comedy."

The "time machine" looks conspicuously like a gaudily decorated, over-sized Cadillac.

Robert Wagner, another veteran of the type of films being spoofed, reprises his role as Dr. Evil's "Number Two." Also returning is diminutive Verne Troyer as "Mini-me," Dr. Evil's miniature clone; and Seth Green is back as Dr. Evil's unappreciated son, Scotty Evil.

Jay Roach has directed all three Austin Powers comedies, which he calls loving tributes to the James Bond spy thrillers.

"We love those films, and these characters are all, in some way or another, related to the Bond films," explains Roach. "They're also related to the [Our Man] Flint films and 10 other cool 60's and 70's movies that we fell in love with."

But, like its two predecessors, Austin Powers in Goldmember is stuffed with racy, raunchy and outright scatological humor. It would be too kind to describe it as suggestive or 'double-entendre;' the intended (and often obscene) meaning is never in question. Most of the jokes are centered below the belt and the script reeks of 'potty humor.' Director Roach makes no apologies for aiming at what he calls "the child in all of us."

"We like to get people at the edge of propriety, because sometimes I think it's good for comedy occasionally to get people be uncombortable or embarassed for a short time," he says. "But we never want to offend the audience. We never are just out to shock people. Okay we're being spicy and cheeky and silly with this. We want to bring out the child in you. We want the adolescent to come out and join us in this silly thing. So we have to cop to that and then we have to deliver something else for your grain: some other joke that's really well choreographed and sophisticated in its conceptual humor or some beautiful song and dance routine, or some character-based comedy. If we only did that [low humor] I don't think the film would be as popular as it is."

Austin Powers in Goldmember features surprise cameos by several top Hollywood personalities and co-star Beyonce Knowles also does a couple of songs in the soundtrack.