In this, the third installment of the Austin Powers series, Mike Meyers reveals his full range of acting talent, and diversifies the range of characters he plays yet again. I'll bet you think I'm referring to Goldmember, but I'm actually talking about a far more subtle role, one that has been present all along, but only becomes fully realized in this film.

The characters played by Meyers in this movie include Austin Powers, Dr. Evil, Fat Bastard, Goldmember, and Pavlov, or at least some Pavolvian mastermind who pulls the strings from unseen areas.

This revelation came to me in the strangest way. There I was, sitting in the theater, watching this film play out, when I became acutely aware of my facial expression. My mouth was open, not jaw dropping agape, just an inch or so, and my lips were peeled back in some sort of rictis grimace. It's the sort of expression you get when you see something horrible happening, or the face you make right before saying: "Ooh, that's gotta hurt." And it was just at this moment that I realized two other things:

1) I'd been like that for at least 20 minutes

2) Everyone else around me was laughing

I could almost hear the bell ringing in the background. The first two movies of the Austin Powers series were nothing more than a conditioning method by which the production company could program the minds of the movie going populace to laugh on cue. Very recognizable, unoriginal, painfully obvious cue.

This being the third of a series, it's not altogether surprising that there's the same old material there. The movie is not a complete rehash, but there's a significant amount of recycling going on, enough so that the film is actually aware of it (and makes fun of itself in so doing). It's nice to see that the people involved in the movie weren't so pretentious as to fail to recognize this, but it still doesn't make the material new. Fat Bastard has some fart jokes (including a several minute monologue on the topic), Dr. Evil has another plan to destroy the world with a silly name and gets into an altercation with Scott where he cuts his son off continually, etc.

The movie was also plagued by the same horrid incoherency issues of its predecessor. Where Austin Powers I had a definable story and plot, the second seemed to be a haphazard series of sketches thrown together. Goldmember begins equally erratic (the scene with Brittany Spears is a very long lead up to a one line joke, comes completely out of nowhere, and has nothing to do with the movie), settles down a tad as it progresses, and then loses its focus again toward the end. This makes it mildly better than the second film, but only mildly. The music videos that suddenly take center stage remain, and added to them are now a series of flashbacks throughout the film that not only add very little, but are rather lame overall (such as the fact that Dr. Evil and Austin went to spy academy together and were roommates; it's also apparently where Dr. Evil met Number 2).

Okay, so the old stuff is now old. How about the new? Sadly, the new material is weaker than the well worn old. Goldmember is flexible, eats his peeling skin, and has an accent others have a hard time understanding. And that's his character. It's not a funny description, is it? Well, that's because he's not a funny character. In fact, he's perhaps the least funny thing in the movie. He's lude and he's lame, but he's not funny.

Beyonce Knowles as Foxxy Cleopatra is passable. She does a good job of being a sidekick that's not a clone of those who have gone before, and she certainly has attitude. But there's something about the role that just fell flat. Whether it was the script that gave her little real significance in the story, or her ability to act will be hard to tell until she gets another shot in a different role. I'd be willing to wager it was more the part than the player however. Knowles does her bit well it seems, there's just not that much to it. Not since Vanessa Kensington has Austin been paired with a substantive female partner.

Michael Caine as Nigel Powers is utterly forgettable, rather droll, and is part of a storyline that's dreadful. He portrays his character well enough for me to believe Nigel could in fact be Austin's father, but he simply adds nothing to the film. Considering Austin's relationship with his father is supposed to be pivotal in this story, it's doubly sad how flat and dull this role is.

There are some redeeming qualities to the movie however. The opening and closing credits were a real surprise. I expected to see Austin walking around naked yet again, but instead you get… well, something different. A rather pleasant surprise really. And among all the rehashing and mediocre humor, there were a few jokes scattered throughout the film that were truly funny, and I did in fact laugh. There were even some well done references to the prior films (none of them involved the flashbacks however).

On the whole though, this movie is a poor sequel. I felt like the people involved tried harder on this film than they did on the last, but it still lacked the spirit of the first. It had its moments, but overall, Goldmember was mediocre at best, and a waste of time and money at worst. If you're a die hard fan, I doubt you'll be disappointed, and if you're not particularly picky, you'll probably like it as well (and being in an appreciative audience does help the mood). But if you're at all choosey about your films, or if you had some dissatisfaction with The Spy Who Shagged Me, you're probably better off waiting until a rental, where you can split the price with others, or maybe just passing on it altogether.

RATING: 1.5/5 Stars

- Clifford Horowitz