Austin Powers: Only 2 things scare me, and one is nuclear war. Basil: What's the other? Austin Powers: Excuse me? Basil: What's the other thing that scares you? Austin Powers: Carnies. Basil: What? Austin Powers: Circus folk. Nomads, you know. Smell like cabbage. Small hands.

Austin Powers is talking to Basil and Vanessa about what scares him while he's briefed on Dr. Evil's nuclear warhead progress.