Austin Powers in Goldmember (2002)

In The Spy Who Shagged Me Austin’s pad circa 2002 is all white, but in this film Smith has transformed his home into "a hybrid of his 1960’s pad and his contemporary pad with fun, bright colors." In addition, Roach suggested Smith make use of the familiar man symbol by building the apartment in the same shape.

"Rusty has made colorful places with wonderful layers for Austin to play in," Myers says. "This entire movie is amped up from the last one, so the architecture and design of his sets is an even bigger, more extravagant affair."

"In Austin’s world it’s all about the color and joy of the room," says Lyons. "For Dr. Evil it’s always about the elaborate over-planning of everything with too many gadgets where Dr. Evil quickly loses control. Rusty takes an enormous amount of information from the old movies Mike and Jay reference and modifies every minute detail to reflect an entirely new sensibility. His sets are very fresh and hip."

"We needed a new lair for Dr. Evil, and it had to be really funny," says Roach. "We’d already done a volcano and a moon base, so Rusty had to come up with something unique. His son is really into submarines and we suddenly thought what a great idea for a lair. We worked in the narcissistic, megalomaniacal angle of creating a sub that’s shaped like Dr. Evil’s body with his big face at the bow. Rusty’s set was absolutely beautiful and giant in scale, the size of a gymnasium or blimp hangar. It’s strangely spacious, nothing like ‘Das Boot,’" he laughs.

"I’m most proud of the submarine set," says Smith. "We had to stylize the shape, but we didn’t want to be too literal. We had to think of the shoulders and the spine, and at one point, we even worked in the shape of his buttocks," laughs the designer. "Organic shapes like that are very difficult to achieve on such a grand scale."

Make up artist Michele Burke and hair stylist Candy Walken designed the looks for the newest characters in the film as well as revitalizing the image of each regular player.

"Every character’s make up is a little over the top," Burke says. "It’s akin to what you’d do for a stage show or a pantomime performance piece. We used a lot of glitter and lashes with splashes of color, a cross between Mary Quant and Twiggy. Even Frau looks very groovy now. Her looks constantly evolve -- she starts out very tarted up and then the next time you see her she is quite chic, almost a bit too slick, and then she changes to a more severe, military look. Scott Evil will also surprise the audience. He looks quite different from the beginning of the film to the end, which was fun for Seth. Of course, the look for each character was determined long ago, but we were diligent about doing whatever we could to freshen and refine Austin and Dr. Evil."

Defining the look for Goldmember became a process of elimination rather than an exercise in creativity. "Because I play three other characters, we tried to move in a different direction," Myers says. "Dr. Evil is bald, Austin has a full head of hair and Fat Bastard has red hair, so we went blond and thinning with hair plugs. All of the characters are fair, so I thought about his having some skin damage and then Gregg Taylor came up with the idea that he eats his peeling skin. We gave him a bigger chin and green eyes because the others have blue or brown eyes. Goldmember’s look really emerged out of necessity; it was definitely a process of subtraction."

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