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"Felicity Shagwell, CIA. Shagwell by name, shag-very-well by reputation".  -Felicity

Felicity Shagwell was Austin Powers' second love interest in the second Austin Powers film, The Spy Who Shagged Me.


Felicity is an American agent and member of the CIA. She encounters Austin after he travels back to the 1960s in pursuit of Dr. Evil. After suggestively dancing up to Austin, felicity alerts him to the fact that the woman he was just with is an agent of Dr. Evil. Austin narrowly escapes and with her help and they agree to a team-up.

After finding out that Dr. Evil's mercenary Fat Bastard had infiltrated Austin's cryogenic chamber, Felicity and Austin go on a date, instantly bonding. At Austin's bachelor pad, Felicity tries to seduce him, but as Fat Bastard had stolen Austin's mojo, he's not confident enough to follow through. After Austin leaves, Felicity is given her next assignment, plant a tracking device on Fat Bastard. Felicity reluctantly sleeps with Fat Bastard, managing to plant the tracking device in his rectum.

The next day, Austin admits why he rejected Felicity and all is seemingly forgiven. They manage to trace Fat Bastard to Dr. Evil's volcano base. While camping out, Felicity and Austin are abducted and brought to Dr. Evil. While there, Fat Bastard brags about the fact that he slept with Felicity, which horrifies Austin. The two are imprisoned while Dr. Evil and his cronies travel to the moon to lauch an attack on Washington. Austin expresses his disgust that Felicity would sleep with someone with Fat Bastard, mirroring Vanessa's reaction when he admitted to sleeping with Alotta Fagina. Felicity tells Austin that she was just doing what she thought he would've done and that he's an inspiration to her. Austin is touched by this and they plan their escape.

Austin and Felicity travel to the moon and break into Dr. Evil's moon-base. Felicity is kidnapped and held hostage. When Austin finds her, she's trapped in a containment chamber slowly filling with poison gas. Dr. Evil gives Austin an ultimatum: save the world or save his girlfriend. Austin deflects the laser aimed at Washington, but is too late to save Felicity and she dies. Austin then uses Dr. Evil's time machine to travel back 10 minutes, where his 10 minutes-younger self agrees to save the world while he gets the girl. As Dr. Evil's moon-base self-destructs, Felicity and Austin use his time machine to travel to the 90s.

In the 90s, Austin and Felicity are ambushed by Fat Bastard once again. Felicity stops him dead in his tracks by saying Are you happy? Fat Bastard then admits that he's miserable and acts as if he genuinely wants to reform, but quickly snaps back and tries to kill them. Felicity kicks him in the groin and he goes down. Austin and Felicity then party like its still the 60s.

During the end credits, Austin catches Felicity sleeping with his 10 minutes-younger self, but is okay with it as they're the same person. Presumably, Felicity gets with one Austin while the other gets with Foxxy Cleopatra in the next film, Goldmember.

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