My head was screwed on much straighter when the sequel, Austin Powers: The Spy Who Shagged Me, was released. I gave it an unconditionally positive review. Which brings us to the third installment in the series, Austin Powers in Goldmember. There are two things you should know about it: 1.) it is not as inspired as the previous two films; and 2.) it is still very, very funny.

Despite some weak overall plotting, Goldmember has a brilliant pre-credit sequence. A movie is being made about Austin Powers and several big name stars (huge stars!) are playing all the familiar roles, including a two-time Oscar winner as Dr. Evil. The man directing the movie should be very recognizable to audiences as well. Sitting off to the side is the real Austin (Mike Myers), who shows the filmmakers how to put a little "mojo" into his story.

After the credits, we enter the Hollywood hideaway of Dr. Evil (Myers, again). Things haven't changed too much in his sphere of influence. Seated at a big round table ready to launch a plan for world domination are Mini-Me (Verne Troyer), Scott Evil (Seth Green), Frau Farbissina (Mindy Sterling) and No. 2 (Robert Wagner). Dr. Evil's new scheme involves using a special satellite to draw a meteor toward Earth. Only if the world government gives him a lot of money will he forgo his plan. The sole person who can provide Dr. Evil with the necessary technology to do this is an equally-evil Dutchman nicknamed Goldmember, who is hiding in the year 1975. He is called Goldmember because...well, the movie doesn't get its PG-13 rating for nothing.

Mike Myers plays four characters in Austin Powers in Goldmember

Austin Powers finds out about the plan and time travels back to 1975 to stop Goldmember (Myers, yet again). Along the way, he meets Foxxy Cleopatra (Beyonce Knowles), who is kind of a hybrid of every character Pam Grier ever played. Goldmember himself is a real weirdo; he has roller-skates on his wooden shoes, speaks in a silly accent, and yanks off his own peeling skin to eat. In the course of saving the world, Powers and Foxxy also encounter Fat Bastard (Myers, one more time) and Nigel Powers (Michael Caine), who is Austin's long-lost father.

As I said earlier, the plot of Austin Powers in Goldmember is not as good as the ones in the previous films. Although not examples of brilliant story-telling, the first two movies very specifically satirized the often outlandish plots of the James Bond pictures. Goldmember, by comparison, feels more like a bunch of jokes assembled, with no real direction. The movie tries to toss in some ideas about parental acceptance (Austin is resentful that his father was never there) but the point here is obviously to make a sequel, not to parody spy films.

That said, the jokes are still very funny. There are celebrity cameos, including a household name pop singer and the stars of a well-known "reality TV" program. There are not-so-subtle innuendoes about sex and bodily fluids. And there are more pop culture references than you can shake a stick at. I particularly loved the fate of Fat Bastard, which parodies one of my least favorite commercials. A Dr. Evil musical number set to a Jay-Z rap is also hilarious. All these things are funny, in addition to the fact that each Austin Powers movie comes complete with a handful of extremely quotable lines of dialogue that you can share with your friends.

Mike Myers is a very smart guy. A lot of former "Saturday Night Live" stars couldn't make the transition from sketch comedy to features. With this series, he's found a way to do what he excels at: creating a variety of funny characters, all of whom have distinct personalities. To his credit, you forget that he alone comprises half the cast. Beyonce Knowles (of the R&B group Destiny's Child) is also really good in her big screen debut. Aside from her obvious charisma and photogenic quality, she has a sharp sense of comic timing that suggests a real future in acting. The rest of the players are every bit as good as they were in the other two films.

By most accounts, the third film in any series generally shows some signs of wearing out. What used to be fresh and surprising becomes more familiar and expected. I think that's true here (at one point, the film even references the fact that it's repeating jokes from the last one). Austin Powers 1 & 2 hit real heights of comic inspiration, whereas Goldmember is a bit more repetitive of the formula. But there's a bottom line: I laughed a lot and enjoyed seeing all the characters I love. By this point, that's certainly what fans have come to expect - more of the same done almost as well. And that is exactly what Goldmember is.

( out of four)

Austin Powers in Goldmember is rated PG-13 for sexual innuendo, crude humor and language. The running time is 1 hour and 34 minutes.