Dr. Evil and Mini-Me have somehow escaped from a maximum security prison and the duo team up with Goldmember. Together they formulate a plan for world domination. And this particular scheme requires a large amount of time-travel, and kidnapping Austin Powers' father, England's master spy, Nigel Powers. As Austin chases Dr. Evil, Mini-Me and Goldmember through time, he stops in 1975 to "connect" with an old girlfriend, detective Foxxy Cleopatra, and requests her help to track the villains and save his father.

All promotional material (including online trailers) bearing the movie's original title, "Austin Powers in Goldmember", was withdrawn in late January 2002. MGM and Danjaq, who control the James Bond license, obtained a cease-and-desist order from the Motion Picture Association of America (MPAA) arbitration panel on the grounds that New Line was attempting to trade on the James Bond franchise without authorization. The matter went to arbitration and the film was known briefly as "The third installment of Austin Powers" until the matter was settled on 11 April 2002. MGM agreed that New Line could use the original Goldmember title on condition that it had approval of any future titles that parodied existing Bond titles. New Line also had to agree to show the trailer for the new MGM James Bond film, Die Another Day (2002) with Goldmember.

Austin Powers:
Oops. I did it again, baby.

Continuity: The "teeth" gag from the previous movies (Austin in the past has bad teeth, Austin in the present has good teeth) stumbles towards the end of the movie. When he returns to the present, his teeth remain in their crooked state where previously they would have been rendered sparkly white and perfectly straight by the time travel trip.

Written by Quincy Jones
Arranged by George S. Clinton, Quincy Jones and Jerry Hey
Performed by George S. Clinton and The Hollywood Symphony Orchestra