- On July 26th the Secret Will Be Exposed.
- He's still evil... He's still deadly... and he's still surrounded by frickin' idiots!
- The grooviest movie of the summer has a secret, baby!
- What do you call a swinger old enough to be your father? Daddy!
- Using literary terms to describe this movie will ruin your life!
Austin Powers (Mike Myers), having conquered the '90s and the '60s, travels back to the 1970s and teams up with his arch-nemesis Dr. Evil (also played by Myers) to thwart a new villain, Goldmember (Myers once again). Myers also plays Fat Bastard for the second time, this time parodying the kind of "wire fight" seen in Crouching Tiger, Hidden Dragon. The film also stars Beyoncé Knowles as Foxxy Cleopatra (parodying a blaxploitation movie heroine), Michael York reprising the role of Basil Exposition, Verne Troyer in his second appearance as Mini-Me, and Michael Caine as Austin's father Nigel Powers (compare the appearance of Indiana Jones's father in Indiana Jones and the Last Crusade). There are a number of cameo appearances by top stars and icons including Britney Spears, John Travolta, Gwyneth Paltrow, Danny deVito, Kevin Spacey, Tom Cruise, Quincy Jones, Steven Spielberg and The Osbournes.
The film is a loose parody of the James Bond movie Goldfinger. The title of the film led to legal action being taken by MGM, the distributors of the James Bond film franchise, that briefly led to the film's title being removed from promotional material and trailers. The dispute was quickly resolved and the film title remained unchanged.
The movie sold about US $288 million in movie tickets worldwide.
While Austin Powers shoots "Austinpussy" (a spoof on the James Bond film Octopussy), a movie based on his life, Dr. Evil, in a new lair behind the infamous HOLLYWOOD sign, unveils his new plan. Dr. Evil plans to travel back to 1975 to bring back a Dutchman named Johann van der Smut aka Goldmember, so named after an "unfortunate smelting accident" in which he lost his genitalia. Goldmember designed a tractor beam, called Preparation H, to pull a molten meteor of gold to earth, striking the polar icecaps, consequently flooding the Earth. Austin barges in with the British Secret Service and arrests Dr. Evil.
Austin is knighted for his services but is disappointed when his father, the famous super-spy Nigel Powers, does not attend the event However, while Austin is with the twins Fook Mi and Fook Yu he is informed by Basil Exposition that his father Nigel has been kidnapped, the only clue is that the crew of his yacht have had their genitalia painted gold. Austin seeks help from Dr. Evil, who refuses to help unless he's transferred to a regular prison to be with Mini-Me. Austin agrees, and is told that Nigel was kidnapped by Goldmember.
Austin goes to 1975, and meets up with an old flame, Foxxy Cleopatra. The two find Nigel, but Goldmember escapes in a time machine to 2002. Austin and Foxxy retreat to Austin's time-traveling 'pimp-mobile', and follow. Meanwhile, Frau tells Dr. Evil that Scott has become more evil to the point of losing his hair, and slips him a key to his handcuffs. During a prison riot, Dr. Evil and Mini-Me escape to Dr. Evil's new lair in Tokyo Bay - a gigantic submarine shaped like the good doctor.
At the said new lair, Scott gives Dr. Evil the "frickin' sharks with frickin' laser beams attached to their frickin' heads" that he's always wanted since the first movie, and Dr. Evil accepts Scott as finally being evil enough. A rejected Mini-Me is sent from the main chamber, but not before giving Dr. Evil the finger.
Now in Tokyo, Austin and Foxxy discover that the businessman Mr. Roboto is in charge of building Goldmember's tractor beam. Infiltrating Roboto's factory, they find Goldmember holding Nigel hostage. Austin and Foxxy rescue Nigel, but Goldmember escapes with the tractor beam power unit. & Fails crashing to a BIG GAWZILLA!!!! (Godzilla). Austin and Nigel reveal their deep-seated feelings of disrespect for each other, to the point that Austin accuses Nigel of being a bad father. The two part ways.
Mini-Me joins Austin (even dressing up like him), and with Foxxy and Mini-Me, Austin sneaks into the sub. Austin is captured by Dr. Evil's henchmen, but Foxxy and Mini-Me quickly rescue him. Nigel appears and reveals the shocking secret that Austin and Dr. Evil are brothers, and that Dr. Evil's real name is Dougie. Scott, enraged that he has finally become evil, only for his father to turn good, flees from the chamber.
Scott and Goldmember were up to something. Goldmember appears and declares that his plan goes on as planned. He activates the tractor beam, but Austin and Dr. Evil work together to reverse the beam's polarities, destroying it and blowing up the meteor. The two brothers enjoy the premiere of Austinpussy, while, in Dr. Evil's Hollywood lair, Scott dances around, now dressed in black and completely bald. During the End Credits, Britney Spears is shown talking to Mini-Me asking him if she can give him her cell phone number after he whispers in her ear about his "kickstand", and he nods, "Yes."
- Dr. Evil dances (like a woman) to Bobby Darin's 1959 hit Beyond the Sea in the scene where Austin gets captured by the doctors and is taken into Dr. Evil's lair.
- The teaser trailer for the film featured Mini Me as "Mini Austin" in a recreation of the opening sequence for Austin Power: International Man of Mystery, only with little people.
- Heather Graham and Will Ferrell, who had appeared in previous Austin Powers films, shot cameos for Goldmember that were cut from the final film. The scenes are not included on the DVD.
- MADtv star Michael McDonald has a cameo role in this film as well in the two previous Austin Powers movies.
- Another cut scene involved a sign at the premiere of Austinpussy, saying "Reserved for Nigel Powers", continuing the theme that Nigel misses his son's important life events. Although the idea was scrapped, and Nigel does appear at the premiere, the sign still sits on the seat next to Fat Bastard, and can be seen as Austin and Foxxy leave the theatre.
- The film-within-a-film, Austinpussy, was going to be the name of the 2nd film, or the third. Eventually, it was given to the title of the film-in-a-film, due to the mature nature of the word.
- The final scene of Scott in Dr. Evil's lair was not planned. Seth Green was joking around, mocking Mike Myers off camera, and Myers found the idea funny. Afterwards, the 'official' version of the scene was shot.
- The movie almost got an R-rating from the Osbournes scene, which has more than 15 bleep-outs. But it was bleeped for American Osbournes fans to understand this joke.
- Although Michael Caine and Michael York have both appeared in over 100 British and American films since the 1960s, this is their first and only film together.
- Steven Spielberg's cameo is arguably an in-joke reference to the fact that Spielberg had always wanted to direct a James Bond movie. In this film he directs the cinematic version of Austin Powers' life with Tom Cruise as Powers.
- While one of the catches is that Goldmember comes from the Netherlands; he actually talks German, not Dutch even though German and Dutch are both Germanic Languages. However, in the German version he has indeed a Dutch accent.
- The scene where Nigel says there are only two things he can't stand (people who are intolerant of other cultures, and the Dutch) is a direct reference to the first film, where Austin says only 2 things scare him (Nuclear war, and circus workers, aka, "carnies")
- Austin Powers' MINI with the union jack is left-hand drive, although it is a British-built car driven in Japan, also a right-hand drive country.
- When Austin destroys the fembot of Britney Spears, he says "Oops, I did it again, baby!"
- In one scene of the movie, the Pokémon Charmander and Pikachu can be seen running across the screen. In the deleted scene of Fook Yu and Fook Mi, Celebi can be seen also.
- In the same scene, Austin is driving his MINI with the union jack through a dinosaur statue with a strikingly similar appearance to Godzilla, prompting a pedestrian to shout "Run! It's Godzilla!". Then another appears breaking the fourth wall with the line "It looks like Godzilla, but due to international copyright laws-it's not.". The first then says they should still run as if it were Godzilla, the second then looks in the direction of the camera saying although it wasn't, and then the two proceed to scream then run.
- One of Austin's many catchphrases ("I am a sexy bitch!") is censored in the film (I am a sexy beast!"), and said only once.
- On the TBS Version of this movie, Mr. Roboto says "Please eat some Dungeness Crab", In the Original he says, "Please eat some shitake mushrooms."
- This is the only Austin Powers movie where Austin is seen having sex with one woman, namely his French teacher in a flashback, and the only one where he does not have sex with his movie love interest (Foxxy in this case). In both "International Man of Mystery" and "The Spy Who Shagged Me," Austin was seen shagging multiple women (Vanessa and Alotta in the first and Felicity, Fembot Vanessa, and Ivana [unsuccessfully] in the second).
- The film has a rather noticeable continuity error with Austin Power's teeth. His teeth are white for the beginning of the film, which takes place in 2002. His bad teeth return when he goes back to 1975. However, unlike the second film, when he goes back to the future, his teeth do not switch back to white.
- During the preparation h demonstration scene when Dr Evil is hit in the crotch with the globe, Myers didn't wear any protection, giving an authentic reaction.
- The title of the film is a reference to the 1964 Sean Connery James Bond film Goldfinger. Coincidentally, both movies feature a main villain with the same name as their respective film (Auric Goldfinger for Goldfinger and Goldmember for Austin Powers in Goldmember).
- Goldmember: Hey, everybody! I'm from Holland! Isn't that vierd?
- Goldmember: Look everyvone! My vinky vas a key! (triumphantly holds up his penis/spare key to the tractor beam)
- Nigel Powers: Only a bloody Dutchman!
- Nigel Powers: There's only two things I hate in this world. People who are intolerant of other people's cultures...and the Dutch.
- Goldsember: Shmoke and a pancake? You know, flapjack and a cigarette? No, alright. Cigar and a waffle? No? Pipe and a crepe? Bong and a blintz?.
- Dr. Evil: Meet... Mini Me!
- Nigel Powers: Blimey! I thought I smelled cabbage.
- Goldmember: (while pulling a piece of skin off himself) Oh yes yes yes, this is a keeper!
- Dr. Evil: Welcome to my submarine lair. It's long, hard, and full of seamen (said to sound like "semen").
- Goldmember: May I present to you, the very sexschual, the very toight ... Austin Power'sch fahza!
- Dr. Evil: His what?
- Number 2: His fahza, Dr. Evil.
- Dr. Evil: His farger? What's a farger?
- Goldmember: His fahza! You know, the fahza!
- Dr. Evil: Yeah, Goldmember, I don't speak freaky-deeky Dutch, okay perve boy?
- Goldmember: His dad. Dad is fahza.
- Dr. Evil: Oh, his dad. Oh. His father.
- Goldmember: Yesch. I have a Dutch akschent. Isn't that vierd?
- Goldmember: (Referring to Nigel Powers) Doctor Evil, can I paint his yoohoo gold? (Pause) It's kind of my thing.
- Dr. Evil: HOW 'BOUT NO, you crazy Dutch bastard?
- Goldmember: Aah! Schiza!
- All: EEK!
- Woman: Oh, my God!
- Godzilla Man: (Japanese accent) RUN! IT'S GAWZILLA!!
- Mike Myers as Austin Powers, Dr. Evil, Goldmember and Fat Bastard
- Beyoncé Knowles as Foxxy Cleopatra
- Michael York as Basil Exposition
- Robert Wagner as Number 2
- Seth Green as Scott Evil
- Verne Troyer as Mini-Me
- Mindy Sterling as Frau Farbissina
- Michael Caine as Nigel Powers
- Clint Howard as Radar Operator Johnson Ritter
- Fred Savage as The Mole
- Nobu Matsuhisa as Mr. Roboto
- Diane Mizota as Fook Mi
- Carrie Ann Inaba as Fook Yu
- Aaron Himelstein as teenage Austin Powers
- Josh Zuckerman as teenage Dr. Evil
- Eddie Adams as teenage Basil Exposition
- Evan Farmer as teenage Number Two
- Rob Lowe as young Number Two
- Michael McDonald as Royal Guard
- Neil Mullarkey as physician
- Jeannette Charles as Queen Elizabeth II
- Ted Nude-Gent as Mr. Bigglesworth
- Brian Tee as Godzilla Man
- Masi Oka as Office Man who sees Godzilla
- Tom Cruise as Himself as Austin Powers
- Danny DeVito as Himself as Mini-Me
- Gwyneth Paltrow as Herself as Dixie Normous
- Kevin Spacey as Himself as Dr. Evil
- Steven Spielberg as Himself
- John Travolta as Himself as Goldmember
- Quincy Jones as Himself
- Britney Spears as Herself posing as a Fembot (During the Opening Credits) And Herselflf talking with Mini-Me (During the End Credits)
- The Osbournes as themselves
- Steven Spielberg as Himself