July 26, 2002 | That insistent scratching noise you hear throughout Austin Powers in Goldmember is the sound of filmmakers scraping the very bottom of the barrel.

Some of the movie's potty-mouthed humor is undeniably amusing, and a few of the jokes that don't involve bodily functions are downright hilarious. Even so, this second sequel to the fluky hit spoof Austin Powers: International Man of Mystery plays less like a feature film and more like a TV variety special of two or three decades ago. The stars wander through and humiliate themselves to prove what good sports they are. But there's flop sweat on their faces, and a desperate look in their eyes. They're hell-bent on having a great time, maybe, but even they suspect that the party is over.

In the beginning, you may recall, there was 1997's International Man of Mystery, created by Mike Myers of Wayne's World and Saturday Night Live as a hand-tooled star vehicle for himself. The original film, directed by Jay Roach, was intended as a spoof of '60s spy movies. Or, perhaps, a spoof of '60s spy-movie spoofs. Or maybe a spoof of a spoof of -- well, you get the idea. In any case, somewhere along the line, things got out of hand. Cheesy, goofy and leeringly smutty, it was only modestly successful in theaters - but popular enough on home video to ensure a sequel.

Austin Powers: The Spy Who Shagged Me (1999) was more of the same - actually, a lot more of the same - with Mike Myers back as Austin, a cryogenically preserved Swinging '60s superspy with unbridled libido and unsightly teeth, and Dr. Evil, a singularly bad person bent on world domination. The sequel proved to be enormously popular, especially with audiences far too young to remember anything about the movies Myers spoofed in the first episode. (Let's face it: Smutty silliness and slapstick, not sharply focused satire, has always been the key to the Austin Powers phenomenon.) It didn't hurt that Myers introduced two new characters in Austin Powers 2: Fat Bastard, a hefty Scottish heavy played (in a great deal of make-up) by Myers, and Mini-Me, a diminutive Dr. Evil clone played by Verne Troyer. If you can't even read those names without laughing out loud, well, take heart: They're back, along with Austin and Dr. Evil, in the new episode.

For Goldmember, Myers and co-screenwriter Michael McCullers had the inspired idea to cast Michael Caine, a genuine icon of the Swinging '60s era, as Austin's father, Nigel Powers, a still-swinging randy-dandy with a bad hair-dye job (hey, you have to keep up appearances) and, worse, teeth very much like his son's. Unfortunately, the filmmakers don't do nearly enough with Nigel. And they do far too much with the film's title character: A Dutch criminal mastermind - played, of course, by Myers - with golden private parts (don't ask, you don't want to know) and a rather disgusting skin condition.

Having more or less exhausted the '60s as a source of comic inspiration, Myers and director Roach take a time-tripping detour into the '70s, all the better to introduce Foxxy Cleopatra, a walking and talking blaxploitation-movie joke effectively played by Beyoncé Knowles (of the Destiny's Child singing group). Even more than its two predecessors, however, Goldmember essentially is plotless and aimless, coming off as a loosely connected series of hit-or-miss episodes. The latest sequel appears to have been improvised on a day-to-day basis during production. And some days clearly were more productive than others.

The filmmakers have the brazen chutzpah to recycle gags from the first two movies, and then call attention to their recycling. Even Ozzy Osbourne -- a fleeting cameo player -- isn't so brain-fried that he doesn't notice the second-hand quality of the naughty bits. Now that is funny.

It's hard to single out other elements of the film bits for praise or condemnation. I strongly suspect you don't want graphic descriptions of the really nasty stuff if you're reading this while eating. (Burning question of the week: How did this movie get a PG-13 rating?) And the most uproarious moments involve appearances by surprise guest stars. As Austin himself might say: If I revealed their names too early, it would be a premature climax, baby.