Dr. Evil(Mike Myers) uses a device he calls a "Time Machine" to travel back to 1969 and remove Austin Power(Mike Myers)s' mojo. The sexually wounded swinger must travel back in time and, with the help of agent Felicity Shagwell(Heather Graham), recover his vitality. Meanwhile, Dr. Evil's personal life runs amok as he discovers love, continues to shun his son and develops a close relationship with himself. Well, actually, a clone 1/8 his size whom he dubs "Mini-Me"(Verne Troyer). The always time-baffled Dr. Evil begins his plan to put a gigantic cannon on the moon, thus turning it into a device called either "The Death Star" or "Alan Parson's Project," depending on which name is available.