 The music video for " Boys " was directed by Dave Meyers . In the video , a man DJ Qualls , tries to get into a castle which is hosting a party being attended by Spears . When the security guards refuse to grant him access , he begins to scream for Spears . As the music starts , Spears , readying herself for the party in one of the castle 's towers , is dancing with a group of women . The scene shifts to a castle courtyard , where Spears and a man are sit at opposite ends of a long table . Following this , Spears walks around a pool , in which she sees a man ( Justin Bruening ) swimming . As they begin to interact with each other , Pharrell is at the bar with a woman . Spears walks over to him and they begin to talk . Following this , Spears dances with a group of people , including Mike Myers as Austin Powers . Actors Jason Priestley , Justin Bruening and Taye Diggs also make cameo appearances in the video . Its choreography was favorably likened to Janet Jackson . The video was nominated for at the 2003 MTV Video Music Awards for Best Video from a Film , but lost to Eminem 's " Lose Yourself . " 
