Evil, who is also the grandson of Nigel Powers and the nephew of Austin Powers. Austin's allies Basil Exposition Portrayed by: Michael York Appears in: Austin Powers: International Man of Mystery, Austin Powers: The Spy Who Shagged Me, Austin Powers in Goldmember Based on: M Basil Exposition works for British Intelligence as Austin's controller. A happy-go-lucky man, he is very fond of Austin, saying he is "irresistible to women, deadly to his enemies and a legend in his own time." He and Austin both went to the British Intelligence Academy together at the same time, presumably how they met. Basil often provides Austin with gadgets to help him complete his missions, and he is often seen wearing a carnation, even during his and Austin's time at the academy. His surname is a joke on his principal function in the films: to provide Austin and the audience with the necessary exposition. Vanessa Kensington Portrayed by: Elizabeth Hurley Appears in: Austin Powers: International Man of Mystery, Austin Powers: The Spy Who Shagged Me Based on: Tracy Bond Vanessa Kensington is Austin's partner in Austin Powers: International Man of Mystery, and the daughter of Austin's original partner, Marie. A beautiful, determined, intelligent young woman, Austin is heavily attracted to her, and often goes to great lengths to try to get her to sleep with him. She is disgusted by his attempts for much of the film, and continuously resists his temptations, but later grows more attracted to him. At the end of the film, she and Austin marry, and are last seen while on their honeymoon (see Austin Powers: International Man of Mystery). In Austin Powers: The Spy Who Shagged Me, she is revealed to be (or to have been replaced by) a Fembot when she tries to kill Austin while they are in their honeymoon suite. Later, Basil claims the ministry knew this ahead of time. Felicity Shagwell Portrayed by: Heather Graham Appears in: Austin Powers: The Spy Who Shagged Me Based on: Anya Amasova, Holly Goodhead Felicity Shagwell is a CIA agent who is partnered with Austin Powers when it is discovered that Vanessa is a Fembot and to help Austin get his mojo back. Like Vanessa, she is very beautiful physically, which Austin simply cannot resist being attracted to. However, she is much more attracted to him than Vanessa initially was, and they fall in love with one another. (See