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‘She Wanted to Be Fantastic’
An oral history of Beyoncé’s role as Foxxy Cleopatra alongside Mike Myers in Jay Roach’s ‘Austin Powers: Goldmember.’

‘She Wanted to Be Fantastic’

Beyoncé has given the world innumerable gifts: the lyric “tell MCI to cut the phone poles,” the Bob Fosse–inspired “Single Ladies” dance, the infamous Met Gala elevator drama, decadent pregnancy announcements, this GIF, Coachella. Which Beyoncé souvenir am I most grateful for? I choose what now feels like an anomaly in her rarefied, holier-than-holy pop career: Foxxy Cleopatra, a.k.a. “a whole lotta woman.”

Austin Powers in Goldmember, the third installment in a franchise that launched to modest success and ballooned to an abiding cultural phenomenon, turns 20 this summer. Destiny’s Child would release one final album in 2004, but Goldmember — the seventh-highest-grossing movie of 2002 — marks Beyoncé’s transition from girl-group captain to singular superstar. It’s when Beyoncé Knowles became simply Beyoncé, even if it feels nothing like the Beyoncé we know today. With the movie came her first solo single (the underrated funk jam “Work It Out“) and a bridge to the image-defining smash “Crazy in Love,” generally considered her true breakthrough.

At the time, Beyoncé was anxious to prove herself as an actress. (Crossover fame remained very important in the early 2000s. Just ask Mariah Carey.) Her only credit was Carmen: A Hip Hopera, MTV’s contemporary spin on the classic French opera. That’s where Goldmember producer John Lyons got the idea to enlist her to play Foxxy, a stylish FBI agent who used to shag Austin (Mike Myers) and moonlights as a nightclub singer at Studio 69. As Beyoncé recounted in 2002, she auditioned twice. “I read with Mike and just tried to be the straight guy. When I left, I was convinced I wasn’t going to get it,” she told Newsweek. For her callback, she “went back in wearing a Pam Grier–like catsuit, an Afro wig, and had memorized every blaxploitation film ever made.” Her fate was sealed.

Upon release, critics were undoubtedly drawn to Beyoncé’s supporting character but remained mixed on the film’s treatment of her. “One new character I did like was Foxxy Cleopatra,” Roger Ebert wrote. “Alas, the movie doesn’t do much with her except assign her to look extremely good while standing next to Austin.” “Plunking a Pam Grier–like blaxploitation pa into the mix is a nifty idea, and Ms. Knowles knows how to strut that strut,” Stephen Holden wrote for the New York Times. “But the movie doesn’t quite know what to do with the character, once she has appeared.” Beyoncé went on to headline The Fighting Temptations, The Pink Panther, Dreamgirls, Cadillac Records, and Obsessed before ostensibly abandoning live-action acting — RIP to her version of A Star Is Born — and making her best music to date (4, Beyoncé, Lemonade, The Lion King: The Gift). The fact that she is now the most respected pop star alive makes the story behind Goldmember’s goofiness, and Beyoncé’s decision to take part in it, all the more fascinating.

The Future Better Get Ready

The first Austin Powers movie, International Man of Mystery, grossed a decent $53.9 million in 1997 but swelled in popularity when released on home video later that year. The budget for 1999’s The Spy Who Shagged Me nearly doubled, and Goldmember’s budget doubled again to a reported $63 million. Borrowing its title from the James Bond classic Goldfinger, the cameo-filled story melded ’70s blaxploitation homage and daddy-issues melodrama, with Austin and Foxxy setting out to rescue his often absent father (Michael Caine) while the vile Dutchman known as Goldmember (Myers) prepares to launch a meteor into the earth. 

Jay Roach, director: There were a lot of discussions about who the love interest and partner in crime would be in that third installment, and we’d had such incredible experiences with Elizabeth Hurley and Heather Graham.

John Lyons, producer: We knew that we were searching for a young Black actress. I was originally a casting director and always loved looking at musicians for parts, and I remember Sharon Sheinwold Jackson, the agent, telling me that the lead singer for Destiny’s Child was really special.

Roach: She was already a known person at the time, and we just wanted to go crazier with everything we did in that third film. This movie was really hard to put together. Much like every casting decision in Austin, it all seemed impossible. We’re going to get Steven Spielberg to pretend like he’s directing Austin? We’re going to get Tom Cruise to play Austin, and we’re going to get Gwenyth Paltrow to play Dixie Normous?

Lyons: Our casting director, Jeanne McCarthy, was very aware of her and, when Beyoncé came to L.A. on tour, tried to arrange a meeting between her and Jay Roach. But both of their schedules were really tight and just didn’t mesh, and the meeting didn’t happen. Jeanne really stayed on the case, though we did have to start reading a lot of actors. There were some great people, but there was always a bit of a sense that we really needed to get Beyoncé in to read.

Roach: We sat down with Beyoncé and her mom on the rooftop patio outside of Mike Myers’s room at the Chateau Marmont and talked about the possibilities for the character. Her mom was very much into blaxploitation movies. She could tell that was the DNA for Foxxy. Her mom was so cool and so helpful and instantly had ideas for us.

Beyoncé and Mike hit it off like crazy. Instantly I could tell there was chemistry with them. I do remember one other person that we considered for it, but Mike designed the character for Beyoncé.




Photo: Courtesy of Kate BiscoePhoto by Ed Henriques

Diane Mizota, actress (Fook Mi): Being next to Beyoncé in the makeup chair was like, “Oh, yeah, that’s the girl from Destiny’s Child.” She was pretty quiet. She would kind of whisper little asides to me, like, “Oh my God, I’m so hungry.” I just remember she had this big bodyguard who would come in and sneak her donuts on a napkin. I would see her take a bite behind the napkin and kind of smile at me. I remember thinking, Oh my God, she’s so cute. She just wants a donut! It’s a night shoot, and she’s probably working out like crazy.

Biscoe: When we were shooting, someone brought her a poster that would be promoting the movie. He showed it to her, like, “Do you like it?” And she was kind of like, “Yeah.” He goes, ‘What’s the matter?” And she says, “You made me too skinny. It’s not me.” Then she did this hourglass shape. And he said, “Okay, we’ll fix that.” She walked away to go do the scene, and I looked at him and smiled, like, “Is that the first time that you’ve ever had an actress ask to make her body bigger?” He was like, “Yes. It’s going to cost me thousands of dollars, but I am going to do it.”

Working It Out

As was common throughout the 1980s, ’90s, and 2000s, event movies often had soundtracks that might generate a single to broaden the film’s publicity. The Spy Who Shagged Me enlisted Madonna to write and record the neo-psychedelic hit “Beautiful Stranger,” whose Brett Ratner–directed music video featured Myers in character. Casting Beyoncé offered an obvious opportunity to replicate that success. Pharrell Williams and his Neptunes partner Chad Hugo co-wrote “Work It Out” with Beyoncé, but its retro funk didn’t connect with audiences. The song never charted on the Billboard Hot 100. Nevertheless, in retrospect, her former coworkers are nothing but gobsmacked thinking back on her time on set.

Rolston: One of the main things I remember about the video shoot is that she was just so tired. She was exhausted. She had been on tour, I think in Europe, and flew to New York on an all-nighter specifically to do this shoot, which was a several-day shoot, and then she had to go back to rejoin the tour. I think she was going on two hours of sleep during rehearsal. On the first day of rehearsal, she was learning this mic trick, and she chipped the edge of her tooth because the mic hit her mouth. She had to leave to go to a cosmetic dentist to get that fixed.

Houlihan: “Work it Out” was a blast to record in Los Angeles — incredibly small vocal session with only Beyoncé, Pharrell, and me. The franchise was insatiably obsessed about having singles and music videos. Pop culture is always competitive, but Mike Myers knows better than anyone how to break through. At that time, MTV and 106 & Park on BET were key to opening your film and album release.

Rolston: I always love to touch the past and have some authenticity. I’ve known Bob Mackie for years, and I called him up. He said, “Oh, I love Beyoncé.” For the video, what I wanted was a dress that he had created for Tina Turner when she appeared on The Sonny and Cher Show. It was a long fringed gold dress. It was the ultimate Goldmember dress, and it had the ultimate movement. Unfortunately, that dress was no longer in existence, but he did send over a selection of his costumes from that period that were appropriate. We ended up using a dress he made for Ann-Margret around the same time.

Roach: What Beyoncé contributed to Goldmember is so huge. Its lasting presence is very much due to her involvement, and the fact that she’s become this mega-mega-megastar can’t hurt.

Michael York, actor (Basil Exposition): It was in retrospect that I realized I’d been face-to-face with this humongous new star, and I relish being in the afterglow. She was so approachable and normal. I remember being rather full of admiration because she’d been out all night doing some concert and came straight to the set with all the energy in the world.

Lisa Ruffin, Beyoncé’s stand-in: During that time, it was the American Music Awards and she had gone, and then after the awards, she came to the set. There was nothing pretentious about her. Now I see why she is successful. When I met her, she was like, “How do you do your hair?” She’s asking me!

Walken: She just lit up the room. She sparkled. She had her 20th birthday on Austin Powers. You always do a cake and a celebration at lunch. And she was dating Jay-Z at the time, and he came to set a couple of times. I saw them together outside her trailer.

Rolston: I’m always asked, “Who are your favorite people that you’ve ever worked with?” I’ve worked with some great people, but she’s right at the top of the list. She’s humble, hardworking, no ego trips, such an incredible, eager willingness to exceed and excel. This is a person of high intelligence, great manners, and huge talent and beauty. I feel a chill saying that.

Interviews were edited and condensed for clarity.

Hurley played Vanessa Kensington in Austin Powers: International Man of Mystery.Heather Graham played Felicity Shagwell in Austin Powers: The Spy Who Shagged Me.Beyoncé’s mother, Tina Knowles-Lawson, agreed to Vulture’s interview request for this story, but her manager, Rob Lee, quickly emailed to say, “Unfortunately Tina’s office spoke too soon with the best intentions but there is a conflict in her discussing anything like this at this time.”The cover models and actresses Biscoe and her team researched include Donyale Luna, Bethann Hardison, Barbara Cheeseborough, Marsha Hunt, Naomi Simms, Diana Ross, Brenda Sykes, and Pam Grier.“I wanted her to be able to have something from the film,” Appel explained, “and I asked her what her favorite outfit was. It was one of the kimonos from Japan, so I sent her that with the boots to go with it.”Kimble’s credits included BAP*S, I Still Know What You Did Last Summer, Moesha, and Carmen: A Hip Hopera. She later had a We TV reality show called L.A. Hair and recently worked on Euphoria and Beyoncé’s Black Is King. Kimble did not return Vulture’s requests for comment.Songs that Biscoe recalls playing in the makeup trailer include Shuggie Otis’s “Island Letter” and “Strawberry Letter 23” and Jimi Hendrix’s “1983 … (A Merman I Should Turn to Be).”Destiny’s Child began a world tour to promote the album Survivor not long after the Goldmember shoot ended.The Goldmember soundtrack also included the Britney Spears song “Boys,” written and produced by Pharrell Williams and Chad Hugo. Spears released an accompanying music video that, like “Beautiful Stranger,” featured Mike Myers in character.Rolston, who also directed Destiny;’s Child’s “Bootylicious” and “Stand Up for Love” videos, has collaborated with Andy Warhol, Madonna, TLC, David Bowie, and Mary J. Blige.