Beyond controlling most of the talent in Hollywood, they've arranged to travel back in time to retrieve Johann van der Smut a.k.a. Goldmember (MIKE MYERS), a European swinger who had a bad crotch encounter with a smelting furnace - hence his name. He has a tractor-beam that could be used to pull in an all-gold meteor that would melt the polar ice caps and flood the Earth, and that sounds like a good extortion tool to Dr. Evil.

After the villain kidnaps Nigel Powers (MICHAEL CAINE), Austin's equally randy but estranged spy father, Basil Exposition (MICHAEL YORK) sends Austin time-traveling back to 1975 in search of him and Goldmember. There, he meets undercover spy Foxxy Cleopatra (BEYONCÉ KNOWLES) and the two return to 2002 where they have a run-in with Evil's henchman, Fat Bastard (MIKE MYERS).

With time running out and Dr. Evil's son, Scott (SETH GREEN), deciding to join his dad in the villain business, Austin and Foxxy do what they can to find and stop Dr. Evil before he unleashes and uses his latest weapon.

Such is the case in "Austin Powers in Goldmember," in terms of both its plot as well as the film itself regarding its status as a sequel. As for the cast, crew and parent studio, expectations are high for "APIII" since the 2nd film, "Austin Powers: The Spy Who Shagged Me" - released in 1999 - out grossed the original 1997 picture by nearly $250 million worldwide.

Then there's the plot that's all about father/son relationships and dynamics. The 2nd film further explored the antagonism between the villain and his son who clearly didn't fall from the same bad apple tree, while also introducing the surrogate clone son. This one introduces the hero's father and their strained, "like father, like son" relationship.

While that might make the film sound heavy and/or emotional from a sentimental standpoint, one must remember that this series made its name and its money from its crude and sophomoric, but often clever and occasionally quite funny jokes stemming from sex, bodily functions and the like.

Accordingly, and obviously not wanting to mess with and/or stray too far from the formula that's worked so well for it so far, the film - much like the last sequel - repeats a great deal of the same or similar types of material found in its predecessors.

Not only do most of the characters return - save for Heather Graham's Felicity Shagwell - but the opening dance number also uses the same music from the first film. Jokes stemming from fembot nipple guns are also present, Scott makes fun of his father's naming schemes for his diabolical plans, and long bouts of exaggerated evil laughing occur. Powers' euphemisms return, words and silhouetted images are taken out of context, and there's a time travel trip to retrieve a period sidekick from a bygone era where people dressed funny.

All of that and much more, including all of the crude and adolescent boy geared sex humor also makes a return. Granted, star/writer Mike Myers and co-writer Michael McCullers ("Austin Powers: The Spy Who Shagged Me") have put enough fresh spins, twists and polish on the material to allow returning director Jay Roach ("Meet the Parents," "Mystery, Alaska") to keep things from becoming stale or too repetitive. Yet, some of it constantly teeters above that cinematic precipice and what the film lacks and sorely needs is a breath of freshness and innovation.

That's what made the first film and even parts of the second so charming and entertaining, as most viewers hadn't seen that degree of a send-up before. While there are laughs to be had here - and trust me, some are quite big in their outrageously sophomoric stature - the film comes off feeling like a family reunion for which one has mixed emotions about attending.

Some of the people you want to see because they're just so gosh darn funny and/or amusing, even from simply being in their company. Others, however, aren't, particularly when we have to hear the same strained jokes and stories that we've already heard two times before, all of which makes part of it a bit boring and redundant.

The film's new additions clearly aren't as successful as the returning ones. For starters, Myers ("Shrek," "54") not only reprises his multi-roles as Powers, Dr. Evil and Fat Bastard, but he also embodies the new villain, the titular Goldmember.

Known for his literal "golden rod" as well as being ultra-limber, hard to understand with his Dutch accent, and having a penchant for collecting and/or eating his recently peeled skin, the character is supposed to be a spoof of '70s era European swingers. Unfortunately, the character isn't very funny in concept or execution and is likely to irritate viewers just as much as he does the other characters appearing with him in the film.

Another addition - actually a replacement for the roles vacated by Elizabeth Hurley and Heather Graham - is Beyoncé Knowles, member of the R&B group Destiny's Child who makes her acting debut with this role. Going for a spoof of the leading ladies of the 1970s era blaxploitation films, the aspiring actress gets the look down pat and has a certain screen presence. Yet, the joke's been done before and better, and the filmmakers don't give her enough inspired or memorable material with which to work.

The same holds true for Fred Savage ("Little Monsters," TV's "The Wonder Years") as Number Three, the mole with a mole. The repeated gags of Powers being unable to look past the large facial growth stops the film dead in its tracks and wears out its welcome long before the many repeat occurrences.

The biggest pleasure and disappointment is with Michael Caine ("Last Orders," "Miss Congeniality") appearing as Powers' randy but estranged spy father. The talented actor is certainly willing and game for the part, but unfortunately isn't given the opportunity to run with the character as much as I would have liked to have seen.

Myers, of course, is a blast to watch, particularly in Dr. Evil mode, with the material between him and Verne "Mini Me" Troyer ("Bubble Boy," "Harry Potter and the Sorcerer's Stone") generating a lot of laughs and otherwise amusing moments (although the Myers/Troyer bits are the guiltiest of recycling material from the second film).

Robert Wagner ("Crazy in Alabama," "Wild Things") and Mindy Sterling ("Dr. Seuss' How the Grinch Stole Christmas," "Drop Dead Gorgeous") are pretty much reduced to background characters, while Seth Green ("Rat Race," "America's Sweethearts") gets to put a bit of a twist on his sardonic character and sets up the basis for another possible sequel.

Really not much more than a series of comedy sketches, vignettes and ramblings loosely connected by the underlying James Bond spoof, the film fortunately hits as many times as it misses, and has some fun cameo-laden appearances and sequences.

Even so, it's really starting to feel as if it's losing much of its creative and imaginative steam, and clearly misses the original charm, spontaneity and freshness that made the earlier efforts so entertaining. Decent, but nothing tremendous, "Austin Powers in Goldmember" offers enough amusing and funny moments, as well as the return of some fun and even oddly lovable characters to earn a 6 out of 10 rating.