Austin Powers: The Spy Who Shagged Me has an interesting mix of '60s cover songs and '90s songs that were influenced by that era, much like the Austin Powers soundtrack, and although this sequel has less charm and enthusiasm than the first Austin Powers album, its highlights make it memorable. Several heavy hitters don't quite deliver on the soundtrack: Lenny Kravitz does a funky, guitar-heavy remake of the Guess Who's "American Woman" that never really erupts like it should, while R.E.M. does a smooth but somewhat uninspired version of Tommy James' "Draggin the Line." The Who unnecessarily redo their own "My Generation," and inexplicably, Melanie B (Scary Spice) does a version of "Word Up" (what does this 1986 song have to do with the '60s?) that takes all the funk out of Cameo's groovy hit. The real highlights are Madonna's "Beautiful Stranger" (mixed by William Orbit, who produced Ray of Light), which has a wonderful Beatles-meets-techno-lite feel; Quincy Jones' spacy redux of "Soul Bossa Nova"; and Burt Bacharach and Elvis Costello's classy and classic "I'll Never Fall in Love Again." Even Dr. Evil has his own track -- "Just the Two of Us," his own introspective take on the Will Smith hit (which was a remake of the Bill Withers tune) -- that pokes fun at Oprah and Jerry Maguire while praising Mini Me. These standouts make Austin Powers: The Spy Who Shagged Me a worthy purchase for fans of the Powers films and the '60s sound celebrated in them. ~ Gina Boldman