Foolin' Around

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This article is about the 1980 film. For the songs, see Foolin' Around (Changing Faces song) and Foolin' Around (Buck Owens song).
Foolin' Around
Foolin' Around.jpg
VHS cover
Directed by Richard T. Heffron
Produced by Arnold Kopelson
Written by Michael Kane
David Swift
Starring Gary Busey
Annette O'Toole
Music by Charles Bernstein
Cinematography Philip H. Lathrop
Edited by Peter Zinner
Distributed by Columbia Pictures
20th Century Fox
Release dates
  • October 17, 1980 (1980-10-17)
Running time
111 minutes
Country United States

Foolin' Around is a 1980 film directed by Richard T. Heffron and starring Gary Busey and Annette O'Toole. The film was shot on location in Minneapolis and St. Paul.[1] The theme music was performed by Seals and Crofts.


College student Wes (Gary Busey) who comes from Oklahoma to a university in Minnesota, signs up to participate in a psychological experiment where he meets Susan (Annette O'Toole). The two are instantly attracted to each other. Besides the problem of their differing socio-economic backgrounds, Susan is also engaged. However, Susan's grandfather recognizes her fiance's opportunism and when he sides with Wes, their relationship is given more of a chance, in spite of the concern Susan's mother has about social status.

Susan's fiancee is Whitley (John Calvin). As events unfold, her grandfather (Eddie Albert) places his millions on Wes' side of the table since Whitley's opportunistic streak is as apparent as the white stripe on a skunk. Maybe the lovers have a chance after all, even if Susan's mother (Cloris Leachman) is hung up on social status.

Principal cast[edit]

Actor Role
Gary Busey Wes
Annette O'Toole Susan
Cloris Leachman Samantha
William H. Macy Bronski (as W. H. Macy)
Tony Randall Peddicord
Michael Talbott Clay
Eddie Albert Daggett
John Calvin Whitley

Critical reception[edit]

Janet Maslin of The New York Times gave the film a mixed review:

Filming Locations[edit]

Susan's house, where Wes comes to play tennis and crashes her bridal shower, was the original Pillsbury family home called "Southways"--so named because one must go "south a ways" to reach this most singularly significant estate on Lake Minnetonka. The address is 1400 Bracketts Point Road, Orono, Minnesota. It is a large, 32,461 square foot home situated on 12.91 acres, built in 1918. 1,700 feet of lakeshore, cottage guest house, greenhouse, 13 garages, outdoor pool and tennis court, and attached tandem 4-car garage. It was listed for $54M and then dropped to $24M, still unsold as of September 2015.


External links[edit]