A clumsy, but beautiful FBI agent is assigned to take part in a national beauty contest, because of terrorist threats against the contest.

During a remake of the television program Bewitched, Jack Wyatt, an actor who intends to play the role of Darrin in an attempt to regain his top spot in Hollywood, unknowingly casts a good-natured but real witch in the role of Samantha.

The "sshhh!" hits the fan when Dr. Evil and Mini-Me escape from prison. Joining forces with superfreaky Goldmember, they kidnap Austin's father, master spy Nigel Powers in a dastardly time-travel scheme to take over the world. So Austin cruises to 1975 and teams up with Foxxy Cleopatra to stop Dr. Evil and Goldmember from their mischievous mayhem.