The movie nearly got an R rating for male nudity 20 years ago before becoming an improbable franchise. Now all the players — Elizabeth Hurley, Robert Wagner, Michael De Luca, Seth Green and others — open up about awful test screenings, shooting at Scientology headquarters and luring Carrie Fisher.

When it was released May 2, 1997, there was no reason to think Austin Powers: International Man of Mystery would be a worldwide sensation. Test audiences gave it piddling scores. Its premiere at the Chinese Theatre was such a sleepy affair, nobody even bothered to take Seth Green's photograph ("It felt like it wasn't happening," he recalls).

The New Line Cinema film performed respectably, if not spectacularly, in U.S. theaters — grossing $53.9 million, off a budget of $16.5 million — but Princess Diana's fatal car crash that August didn't help set the mood for its Sept. 5 U.K. release (even though filmmakers cut the joke about Dr. Evil blackmailing the royal family), and the overseas grosses topped out at a measly $13.8 million.

But thanks to the miracle of home video — and a flashy new 1990s gadget called the DVD — Mike Myers' defrosted British spy would soon find an adoring audience and become one of the most beloved spy spoofs in Hollywood history, spawning a three-film franchise that would ultimately gross nearly (pinky to lip) a half-billion dollars.

Now, 20 years later, more than a dozen members of the cast and crew — including the famously press-shy Canadian comedian who invented the character — reveal to The Hollywood Reporter how the film came to be, from the inspiration for the shushing scene to how they shot that shagadelic sequence of Elizabeth Hurley eating a sausage (which nearly earned the picture an R-rating).

Mike Myers, "Austin Powers," "Dr. Evil," creator After my dad died in 1991, I was taking stock of his influence on me as a person and his influence on me with comedy in general. So Austin Powers was a tribute to my father, who [introduced me to] James Bond, Peter Sellers, The Beatles, The Goodies, Peter Cook and Dudley Moore.

I wrote it in 1995, and the bones of the script came out in two weeks. It was one of those things where I didn't know if anybody would get this movie who didn't grow up in my house. But when I showed it to [director] Jay Roach — we had met at a party and become movie buddies — he gave me 10 pages of typewritten notes. Everything he said made it better.

Jay Roach, director I was just doing it as a friend. I tried to tighten it conceptually.

Myers Jay and I would sit around and think, "What if Austin Powers were based on an obscure British comic book that we were turning into a movie?"

Roach We never wanted to mock anything as a parody, but rather say we freaking love the look of those old films. He had shopped it around. I know it had been rejected by a lot of places.

Myers I was going to get it made somehow, even if through obscure financing methods. Then Mike De Luca read it and invited me over to meet the whole team at New Line.

Michael De Luca, then-president of production at New Line Austin Powers was blazingly original. At the time, a lot of the studio comedies were sitcom-y and the same thing over and over again. This really distinguished itself.

Myers Basically, he said, "I don't want you to change a thing."

De Luca I loved Mike and his stuff on SNL. So when I read the script, I could see him being the character. And he made it really easy for us. He came in and did the character — he wasn't wearing a costume or anything — and really fleshed it out for us.

Roach There were still questions whether it would get greenlit even though they had optioned it and a part of that was waiting to see who the director was.

Myers Then it became the process of convincing New Line that Jay, who had only [produced] an independent movie about Hitler [The Empty Mirror] at that point, would be a good choice to direct.

Roach Mike goes, "Actually, I already put you up for the job." And in a big room with lots of people, [founder and former CEO of New Line Cinema] Bob Shaye, rightly so, said, "Who are you? We're not just going to hire Mike's buddy."

De Luca His directing reel was bizarre. It just wasn't a good reel. It was very low-rent. But he came in and spoke about the movie and looked us in the eye and gave us his vision. And that is what got him the job.

Myers I was so excited, I jumped in the pool with all my clothes on.

Roach Once I got it, I presented storyboards for the fembots, based on the Castle Anthrax scene in Monty Python and the Holy Grail, when Sir Galahad is nearly thwarted by a group of seductive-looking women. I got Shaye and De Luca laughing, and they said, "OK, we'll greenlight it for $16.5 million and not a penny more." Then we started casting.

Myers I always loved the "We're not so different, you and I" scene. That was the main reason I wanted to play both Austin and Dr. Evil. The Dr. Evil voice is a little bit Lorne Michaels, there are no two ways about it, but there is a lot more Donald Pleasence in there than Lorne. Lorne has a pinky thing, but he doesn't do it anymore.

Elizabeth Hurley, "Vanessa Kensington" My agent called and said Mike Myers wanted me to star with him in a new movie. I was with my then-boyfriend Hugh Grant, who punched the air with excitement. He said Mike was one of the funniest comedians on the planet.

Robert Wagner, "Number Two" Mike wrote Number Two for me. The script hit the door, I read it and I just thought it was fabulous. It was a very provocative, dangerous thing to do, and I just embraced it from the beginning.

Seth Green, "Scott Evil" I got the script for Carrot Top's Chairman of the Board and Austin Powers in the same week. I was doing a Mamet play at the time, so my head was in a spot about actor preparation, and all of my thoughts in respect to this character were to play it deeply sincere. I thought that would be funniest next to Mike's broad character. If you look at me in the movie, I am in a drama.

Michael York, "Basil Exposition" Throughout my career, I have always relied on instinct and there was something about Austin Powers that really appealed.

Mindy Sterling, "Frau Farbissina" I met Mike when he came and did some improv shows with us at the Groundling Theatre and he tried out Austin Powers. I think Jay saw that particular show, and I must have done some kind of German woman. They asked if I would come in and audition.

Mimi Rogers, "Mrs. Kensington" Initially, they were talking to me about playing Alotta Fagina, but I was doing something where the dates couldn't work. So it ended up being Mrs. Kensington.

Larry Thomas, "blackjack dealer" My manager kept calling and told me Mike Myers wrote this film called Austin Powers and there was this really fun character called Number Two. They didn't have an answer from their celebrity offer, and I was halfway there when she told me the celebrity offer was taken, but they wanted to offer me a cameo because they liked me as the Soup Nazi in Seinfeld.

Clint Howard, "radar operator" It was a simple thing. Jay explained to me they were kind of doing a goof on the Apollo 13 flight control guy.

Roach Everything was shot in L.A. on backlots except the Vegas stuff. Outside Dr. Evil's lair was Red Rock; we shot right outside Vegas. I think the main backlot at Paramount was the one we used to set up that whole opening Carnaby Street scene.

Myers The song "Soul Bossa Nova" was on a game show in Canada called Definition. It was just swinger music. Quincy Jones had to remaster it, I remember, because it speeds up and slows down.

Quincy Jones, musician, composer I wrote "Soul Bossa Nova" in 20 minutes 55 years ago, and it just keeps resurrecting itself. I worked with Mike when I hosted SNL in 1990. We became friends, so when they reached out to ask for permission to use the song, I happily agreed.

Green The first day we shot was the therapy session with Carrie Fisher. When I walked into the trailer, Mike was getting his head shaved and somewhere in my mind I said, "Oh, he's really committed to this part, and this is going to be a great." I was really excited about that. Seeing him get his head shaved put me at ease.

Myers I knew Carrie Fisher a little bit. I sent the script to her in the hopes that she would play the therapist. And she wrote a very lovely, supportive letter saying how much she loved the movie. She was so supportive during the shoot. She just kept giving me a hug and telling me, "I just love this scene and how weird the choices are."

Roach At that time, we thought it was just going to be some kind of cool cult film. So to stay pure to the idea, I suggested we not use Steadicams, not use digital opticals, just use standard, old-fashioned film opticals and old-fashioned stunt tricks. No-money fun, as Mike calls it.

Myers One thing that is key is Jay said all of Austin's world is primary colors, and it's fuzzy and soft. Dr. Evil's world is hard, dangerous, gray or brushed aluminum, black and white with a hint of red danger hither and yon, like a red, scary phone or a red radiation sign.

Roach I loved shooting that Dr. Evil world, especially sitting around the table because they would improvise so much.

Green Mike improvised that whole shush bit.

Roach I had already shot Mike's side for that scene and I needed to shoot Seth's side. Then Mike started shushing Seth, and I thought I have to go back and shoot the other side, which is going to cost us a half day, but it's just too funny to not do.

Rogers Between takes, Mike is a very serious, consumed, obsessive, detail-oriented perfectionist. But during the takes, when he is being Austin, it was very challenging to keep it together because Mike is hilarious.

Green I remember I had a position about the kind of Kurt Cobain shirt that I would be willing to wear. I think the original pitch was for his face with the dates. I said let's just do his face because it says a specific thing, and it doesn't need any text like his death date.

Tom Arnold, "Cowboy" We got to mess around for a day on a little set on a soundstage. It was fun and easy. The "courtesy flush" is something we say in Iowa, and I got to ad-lib that, and also, "What did you eat?!" Apparently, I have spent a lot of time in bathrooms.

Fabiana Udenio, "Alotta Fagina" The bathtub scene was very funny. I was actually wearing a little skin-colored bustier that was low-cut with a low back. It was pushing everything up and I didn't realize it. When I saw the film, I was shocked, but in retrospect, I think it just makes it all bigger than life.

Roach That nudity-blocking scene with Mike and Elizabeth — I shot 25 takes of that. We kept thinking it had to play out continuously, so I just kept shooting until there was a take that every single thing lined up perfectly. It was a hilarious scene, but it was actually really stressful because we were starting to feel like we may never get it.

Myers It took a lot of rehearsal. All I had to do was follow a pattern on a rug. It was Elizabeth who was going off of a reverse-polarity screen camera, left to camera right.

Hurley Bizarrely, we shot it in the Scientology Celebrity Centre in L.A. It took a whole day, as it was one continuous take. Mike and I were nude but covered with little bits of red sticky tape. We all knew each other so well by then, so we weren't self-conscious.

York The mother being punched was one of my favorites, but that scene was shot at four in the morning when nothing is funny.

Hurley That was a long night. When Mike says he's scared of circus folk, or carnies, you can actually see me smirking in the take they ultimately had to use because there weren't any I didn't laugh in.

Roach It was difficult shooting at the giant underground facility where the missile is. We shot that in a power plant which we had been promised would be dormant because it was a back-up plant for Los Angeles. Then, on that weekend, there had been a brownout, and they had to kick that plant into action. The decibel level was so high, we were required to wear sound-blocking headphones. I directed everybody by screaming at them and using gestures. We would quickly take the headphones off the actors. It was such an unbelievable nightmare.

Myers The 27-point turn was pretty hard. I only got one or two takes on it. We were in a location that if the car hit the wall, it would be $100,000. I got told right before the take and I was like, "Oh shit."

Roach Many of the films we were embracing from those eras were made on lower budgets and you could tell.

Myers The ill-tempted seabass was from having no money when we wanted sharks. Jay and I were, like, "Well, what can we do?" And the effects guy was, like, "We can make the water bubble …"

Roach We couldn't afford to do digital exploding heads for the fembots during Austin's sexy dance. I had seen this trick in Jacob's Ladder where you just ridiculously under-crank the footage. If the actors move slowly, when you play it back, they look sped up. So I had the women who played the fembots move their heads slowly in all directions. We then shot a ball of explosives on a wire. It was all done in camera with the superimposition of the explosion on their heads. Then we cut to these cheesy dummies falling over.

Myers It is always a surprise which lines are people's favorite. The "one million dollars" has been the one that is so satisfying because it is sort of a fragile joke. The fact that Dr. Evil has been frozen, he is out of date and a million dollars is not much money. It restores your faith in audiences. And it has really stayed in the culture.

Roach One of the scenes that was the most emotional and pure joy was atop of the double-decker bus in Vegas. It was the last scene we shot of the entire movie. They let us shoot on the Strip all night long, just driving up and down.

Myers To me, the entire essence of the movie is the song "The Look of Love." It's glamorous. And then "What the World Needs Now," so having Burt Bacharach was just perfect for the film.

Burt Bacharach, musician, composer Mike was very kind and had always been appreciative of my music, apparently. His father had been a fan of my music, too. So he told me about this idea with Jay about shooting in Vegas and putting a piano on a double-decker bus, and you just say yes to something like that.

Roach There was a close call at one point. Mike twirled Elizabeth and her hand slipped out of his and she stumbled toward the edge of the railing and he caught her just before she tumbled over the side.

Bacharach People were going crazy because they could hear the music and were, like, "What's going on?!"

Roach We got an R-rating. We had to negotiate and cut. The nudity blocking was something the MPAA wanted to be sure we didn't go too far with: the cheeky phallic references, like Elizabeth biting the sausage and holding the melons up. But they were all pretty innocent body-shape jokes. The only thing they asked us to do in the final cut, which was kind of surprising to me, was they thought there was too much butt-cheek on Mike when he got thawed out, so I went for a slightly more profile version.

Myers The penis pump scene I did with my comedy partner from England, Neil Mullarkey. There were certain things that were eroticized, like being Swedish was sexy, so it was a Swedish-made penis pump.

Hurley That scene was one where I probably giggled the most, when Mike did the "Danger's my middle name" line.

Neil Mullarkey, "quartermaster clerk" When people discover I was in that movie, in that scene, their whole body lights up with joy, wherever I am in the world. I was on safari in South Africa once and the ranger googled me. "Because of that scene, you may just be my hero," he said.

Roach We didn't go a penny over budget or over schedule.

De Luca The test screenings were not good. But it was a curveball movie that wasn't really built for test screenings.

Roach Studios come down on you if you score a 70 in a test screening — we never got above a 55. De Luca said, "I get it and I think it is going to catch on. I am just going to spend more marketing money to make sure it does." That's not a typical studio response. It was crazy to take a stance like that.

Green I will never forget when I went to the premiere. It was at the Mann's Chinese, and I was so excited to be at the Mann's. But it was such a lo-fi premiere that I think there was a radio contest audience. I wore a suit, but nobody took my picture.

Roach It opened internationally on the weekend Princess Diana died, and there was no one in the world in the mood for Americans mocking English people. There was some reference to Prince Charles that did end up getting cut for the U.K. release.

Green The movie came out and did fine. I think the total take after eight weeks was something like $50 million.

Roach But then DVDs kicked in — they were a new market channel, and Warner Bros. was a pioneer. Mike and I did the commentary and worked on bonus features. They asked us to do a sequel, and I figured the video numbers must have done really well. They hide the video numbers, so you never know. To this day, it's in the red. I don't think that movie is listed as in profit, which is hilarious to me.

Myers I knew we had something when I was driving on Halloween in Los Angeles and I couldn't get past Santa Monica Boulevard because of a parade, so I sat on the hood of the car and I saw like 15 Austin Powers go by and one of the Austin Powers spotted me and came over. I had a picture with all these Austin Powers, which was unbelievably cool.

Rogers I was at the London Waterloo station with my husband getting ready to go to Paris and all of a sudden, we hear a chorus of bodies shout out, "It's Mrs. Kensington!" And I was looking at my husband like, "What the f—?"

Wagner I was in a small village in France having lunch and my wife pointed over to the window and there were about eight kids standing with a hand over their left eye, holding up two fingers.

Hurley I have just been invited to a friend's son's 18th birthday party and the theme is … Austin Powers. It seems incredible. Sadly, I don't think I can fit into any of my costumes.

Roach We have talked about [making a fourth movie] for 15 years. We have also always said we don't want to do it unless we came up with something that lived up to the concepts in our mind. Until Mike feels like he has a concept that earns a fourth, it won't happen. But if it did, we have all agreed that we would be delighted to get back into it.

Myers I would love to do another, but you just have to see. I was devastated by my father's death. But to have that turn into something that makes people happy is unbelievably satisfying. It's that kind of stuff you never get used to or get tired of.

A version of this story first appeared in the April 26 issue of The Hollywood Reporter magazine. To receive the magazine, click here to subscribe.