Austin Powers: The Spy Who Shagged Me). Felicity is notable for having slept with Fat Bastard in the line of duty to place a tracking device on him, which at first Austin is unhappy with. However, he eventually forgives her, and they work together to defeat Dr. Evil. She was originally intended to appear in the third film, in a scene that explained what happened to her character, but the scene was cut from the final release. Foxxy Cleopatra Portrayed by: Beyoncé Knowles Appears in: Austin Powers in Goldmember Based on: Rosie Carver, blaxploitation-style characters Foxxy Cleopatra is Austin's groovy musician sidekick and former lover in Austin Powers in Goldmember. She is from the 1970s, dressing in fashionable clothing of the era and sporting a very large afro. She uses the word "sugar" often, pronouncing it as "sugah" (e.g. "You under arrest, sugah!"). She and Austin are reunited after eight years when Austin travels back to the 1970s, and they work together to stop Dr. Evil and Goldmember (see Austin Powers in Goldmember). Her character is inspired by "blaxploitation"-style characters played by Pam Grier and Tamara Dobson. Number 3 Portrayed by: Fred Savage Appears in: Austin Powers in Goldmember Number 3 is a very young agent and mole who works undercover for British Intelligence. He is assigned by his employers to become the assistant of Number 2, Dr. Evil's right-hand man. He manages to successfully get Mini-Me to change sides when Scott Evil takes his place next to Dr. Evil. (See Austin Powers in Goldmember) Despite his talents at his job, he has an enormous black mole on his face that neither Austin nor Dr. Evil can resist pointing out whenever they see him, making him a source of comedy in the film. Coincidentally, he works as a mole and has a mole on his face, of which he is painfully aware. Nigel Powers Portrayed by: Michael Caine, Scott Aukerman (Young) Appears in: Austin Powers in Goldmember Based on: James Bond Nigel Powers is a Master Spy and Austin and Dr. Evil's father. When he took his family on a vacation and stopped to find a restroom, their car exploded, and Nigel returns to see that his wife is dead and that Austin survived, but is very frightened. He assumes "Dougie (Dr. Evil's actual first name is Douglas)" is dead (though he's actually living inside his mother's carcass), and continues