For five or so years, Austin Powers ruled the world. Mike Myers’ most popular character made his debut in 1997’s Austin Powers: International Man of Mystery, a movie that quickly became so popular it gave the world dozens of catchphrases, from “Oh, behave” to “Do I make you horny, baby?” Austin Powers: The Spy Who Shagged Me quickly followed in 1999, introducing the world to Myers’ offensive Fat Bastard character.

Then in 2002 came Austin Powers in Goldmember, the third and final installation in the satirical spy series. The film’s plot revolves around the idea that Powers travels to 1975 to defeat evil villain Goldmember, a character that Myers himself plays. Goldmember has teamed up with Dr. Evil (again, Myers) to take over the world. Hijinks ensue, as well as some time travel to the present day and the introduction of Beyonce’s Foxxy Cleopatra as yet another love interest who's clearly out of Powers’ league.

The whole thing kicks off with a sort of meta movie-within-a-movie moment featuring cameos from Tom Cruise (who plays Powers in Austinpussy), Steven Spielberg, Gwyneth Paltrow, John Travolta, Danny DeVito and Kevin Spacey. Britney Spears also has a cameo in the film, reportedly because she loved the first two so much. She plays a fembot, also reportedly one of her requests.

Watch Tom Cruise in 'Austin Powers: Goldmember'

It’s hard to describe the plot of Goldmember because the movie is less of a story than it is a collection of comedic bits loosely strung together. In some ways, that’s Myers’ style — one could argue that even Wayne’s World has bit-heavy segments — but Goldmember took it to the extreme. This is a movie, after all, that included Katie Couric as a unibrow-sporting prison guard, splashed in a bit of Osbournes-era Ozzy messing around with his remote and somehow managed to work a prison rap featuring Dr. Evil and Mini Me (Verne Troyer) into the plot. It’s a lot, to say the least.

Watch the 'Welcome to 1975' Scene in 'Austin Powers: Goldmember'

Perhaps the most refreshing and interesting part of Goldmember is Beyonce, who was just 19 when she was cast in the movie. (She celebrated her 20th birthday on set.) Up until then, she was best known as the frontwoman for Destiny’s Child, but Beyonce carefully crafted her entrance into a solo career, thanks in part to her role in this movie, even releasing her first solo track, “Work It Out,” on the movie’s soundtrack.

As Vulture revealed in an oral history of Beyonce’s interest in Goldmember, the singer auditioned only twice for the role, drawing from her mother’s love of actresses like Pam Grier to craft her character, Foxxy Cleopatra. Aisha Tyler (The SoupCriminal Minds), was reportedly the only other actress Myers and director Jay Roach considered for the role.

Watch the Music Video for Beyonce's 'Work It Out'

It’s worth noting that Michael Caine also appears in Goldmember, playing Powers’ dauntless father, Nigel Powers. Given that the franchise is so influenced by the actor’s work in films like Alfie and The Ipcress File, Caine’s casting feels like Powers’ natural conclusion.

Even though director Roach has said he’d be up for making a fourth Powers film, it does feel like Goldmember could be a good place to wrap up the characters’ convoluted saga. In Goldmember, we learn that Austin and his nemesis Dr. Evil are brothers, a wrinkle so harebrained that it could make the story go even further afield if Myers and company ever decide to revive it.

Goldmember isn’t exactly a movie that ranks as a classic, but Myers’ work as Powers here does have its fans, as evidenced by the movie’s immense box office success. One, notably, was George Harrison, who wrote Myers a letter praising him for his work. Myers received the letter on set the day he and Roach were shooting the Austinpussy farce. That was also the day Harrison died, and though Myers had never met Harrison, he has said that he “cried like a baby” when he got the letter, which he’s framed and placed in his home.

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