In this sequel, Dr. Evil travels back to the 60s to steal Austin Powers' mojo, so of course, Austin must follow and reclaim his shagadelic strength. With Mike Myers, Heather Graham, Robert Wagner, Gia Carides, Seth Green, Kristen Johnston, Rob Lowe, Clint Howard, Mindy Sterling, Scott Cooper, Verne Troyer, Mitch Rouse, Elizabeth Hurley, Will Ferrell, Rebecca Romijn-Stamos and Jerry Springer. [1:35]

SEX/NUDITY 6 - Lots and lots of sexual puns and innuendo (including references to lesbianism, oral sex, ménage à trois and "swinging") and a few kisses. Several times we see a man and woman in bed, but always pre- or post-coitus; in one scene, we hear some sexual moaning before we see the couple in bed, and in another scene we see a man with lipstick all over his body sitting next to a woman. A man and woman play chess and become very sexually aroused (they lick and suck the pieces and moan). A man is briefly seen humping a laser gun and a man bumps and grinds while caressing his clothed nipples. A phallic-shaped rocket flies around the Earth and we hear lots of slang terms used to describe it. Numerous scantily clad women; one woman lifts up her dress and reveals her panty-clad buttocks. A man is briefly seen in a bikini and for a split-second we see a man wearing panties and a bra. During the opening credits, a naked man walks around a hotel and pool but his groin and buttocks are always blurry or covered, usually by a phallic prop. We see a very large nude man with a sheet covering most of his groin area (parts of his obviously fake buttocks are sometimes visible). We see the shadows of a man and a woman in a tent, and it looks like the woman is doing strange sexual things to the man, like pulling objects from his behind.

VIOLENCE/GORE 5 - All played for laughs: A man is shot in the neck with a tranquilizer and falls off a cliff (we hear him hit the ground and cry for help) and a man falls into a lava pit. A robot-woman gets stabbed, shot and falls for many stories out of a window but refuses to die (her face gets pretty mangled, though). Several people are shot at and some fall down; a man is shot in the leg and we briefly see a little blood. A woman's clothed breasts turn into a pair of machine guns and she fires bullets from them but no one is injured. A robot-woman explodes and we see her body parts scatter; we see a close-up of the woman's armless hand. In a Jerry Springer show segment, people yell, scuffle and throw chairs at each other. A man is kicked in the crotch, a man bites another man and a man is hit in the head with a large ball several times. Two men punch, kick, and throw each other around. One of the men bites the other's crotch, rips the crotch out of his space suit then and crawls inside; in a simulated excretion scene, the man is pushed out of the suit and hurled into space. Lots of scatological humor; in one scene, a tracking device that was inserted into a man's buttocks is found in an apparently freshly used, noxious-smelling toilet. A man and woman's shadow (as well as their conversation) make it appear as though the woman is pulling objects from his buttocks. A man has lots of food all over his bare chest and in the folds of his skin.

LANGUAGE 5 - About 7 F-word euphemisms plus many bleeped-out F-words, many anatomical references (including lots of slang for male genitalia), many scatological references, several mild obscenities, many insults and several obscene finger gestures.

DISCUSSION TOPICS - Spying, sex, swinging, the 60's, good vs. evil, cloning, family relationships, falling in love.

MESSAGE - Dr. Love will always prevail over Dr. Evil.