What's Up, Tiger Lily?

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What's Up, Tiger Lily?
What's Up, Tiger Lily?.jpg
Theatrical re-release poster
Directed byWoody Allen
Senkichi Taniguchi
Written byWoody Allen
Louise Lasser
Len Maxwell
Julie Bennett
Frank Buxton
Mickey Rose
Bryna Wilson
Produced byCharles H. Joffe
StarringWoody Allen
Louise Lasser
The Lovin' Spoonful
CinematographyKazuo Yamada
Edited byRichard Krown
Music byThe Lovin' Spoonful
Benedict Pictures Corp.
National Recording Studios
Distributed byAmerican International Pictures
Release date
  • November 2, 1966 (1966-11-02)
Running time
80 minutes
CountryUnited States

What's Up, Tiger Lily? is a 1966 American comedy film directed by Woody Allen in his feature-length directorial debut.

Allen took a Japanese spy film, International Secret Police: Key of Keys (1965), and overdubbed it with completely original dialogue that had nothing to do with the plot of the original film.[2] By putting in new scenes and rearranging the order of existing scenes, he completely changed the tone of the film from a James Bond clone into a comedy about the search for the world's best egg salad recipe.[3]

During post-production, Allen's original one-hour television version was expanded without his permission to include additional scenes from International Secret Police: A Barrel of Gunpowder, the third film in the International Secret Police series,[2] and musical numbers by the band the Lovin' Spoonful. The band released a soundtrack album. Louise Lasser, who was married to Allen at the time, served as one of the voice actors for the "new" dialogue soundtrack, as did Mickey Rose, Allen's writing partner on Take the Money and Run (1969) and Bananas (1971).[3] In 2003, Image released the film on DVD, with both the theatrical and television (called "alternate") soundtracks.


The plot provides the setup for a string of sight gags, puns, jokes based on Asian stereotypes, and general farce. The central plot involves the misadventures of secret agent Phil Moskowitz, hired by the Grand Exalted High Macha of Rashpur ("a nonexistent but real-sounding country") to recover a secret egg salad recipe that was stolen from him. The recipe, in the possession of gangster Shepherd Wong, is also being sought by rival gangster Wing Fat, and Moskowitz, assisted by two female Rashpur agents, temporarily teams up with Wing Fat to steal the recipe from Wong.

The movie has an ending credits scene unrelated to the plot, in which China Lee, a Playboy Playmate and wife of Allen's comic idol Mort Sahl who does not appear elsewhere in the film, does a striptease while Allen (who is also on-screen) explains that he promised he would put her in the film somewhere.


  • Tatsuya Mihashi as Phil Moscowitz, a secret agent and self-described "lovable rogue" (other people call him "amiable zany")
  • Akiko Wakabayashi as Suki Yaki, a beautiful woman who has escaped from prison; she seduces Phil and later works alongside him as a spy
  • Mie Hama as Teri Yaki, Suki's sister who helps Phil as well (cf. sukiyaki, teriyaki)
  • Tadao Nakamaru as Shepherd Wong, an evil gang leader and egg salad addict who has stolen the recipe for the world's greatest egg salad.
  • Susumu Kurobe as Wing Fat, an evil gangster who teams up with Phil to steal the recipe from Shepherd Wong, but plans to then sell it back to him.
  • Sachio Sakai as Hoodlum
  • Hideyo Amamoto as Cobra Man
  • Tetsu Nakamura as Foreign Minister
  • Osman Yusuf as Gambler
  • Kumi Mizuno as Phil's date
  • Woody Allen as Himself / Dub Voice / Projectionist
  • Julie Bennett as Dub Voice
  • Frank Buxton as Dub Voice
  • Louise Lasser as Dub Voice
  • Len Maxwell as Dub Voice
  • Mickey Rose as Dub Voice
  • The Lovin' Spoonful as Themselves

Soundtrack album[edit]

What's Up, Tiger Lily?
The Lovin' Spoonful - What's Up, Tiger Lily?.jpg
Soundtrack album by
ReleasedSeptember 1966
RecordedApril 1966[4]
StudioNational, New York City[4]
GenreFolk rock[5]
LabelKama Sutra
The Lovin' Spoonful chronology
What's Shakin'
What's Up, Tiger Lily?
Hums of the Lovin' Spoonful

The soundtrack album to What's Up, Tiger Lily? was released in 1966. It contains music by the Lovin' Spoonful. The audio engineer at National Recording Studios was Fred Weinberg, who went on to produce and engineer many other films and albums. It was re-released on CD along with You're a Big Boy Now, the Spoonful's soundtrack for the 1966 film by Francis Ford Coppola.[6] It reached No. 126 on the Billboard Pop Albums charts.

Track listing[edit]

All tracks written by John Sebastian, Joe Butler, Steve Boone and Zal Yanovsky, except where noted.

Side one

  1. "Introduction to Flick" (Woody Allen, Lenny Maxwell) – 2:03
  2. "Pow (Theme From 'What's Up, Tiger Lily?')" (Sebastian, Butler, Boone, Skip Boone, Yanovsky) – 2:28
  3. "Gray Prison Blues" – 2:15
  4. "Pow Revisited" (Sebastian, Butler, Boone, Yanovsky, Skip Boone) – 2:30
  5. "Unconscious Minuet" – 2:05
  6. "Fishin' Blues" (trad., arrangement by Sebastian) – 1:58

Side two

  1. "Respoken" (Sebastian) – 1:48
  2. "Cool Million" – 2:20
  3. "Speakin' of Spoken" (Sebastian) – 2:40
  4. "Lookin' to Spy" – 2:30
  5. "Phil's Love Theme" – 2:15
  6. "End Title" – 4:05


The reviews were mixed upon the film's release. Expressing disappointment in the movie, The New York Times stated that "the peppery English sound track wears thin as the action churns around in absolute chaos."[7] Variety wrote, "The production has one premise — deliberately mismatched dialog — which is sustained reasonably well through its brief running time."[8]

Aggregator Rotten Tomatoes reports 81% approval of the film from 26 reviews, with an average rating of 6.9/10.[9]

The film is considered Woody Allen's directorial debut, although Allen distanced himself from it in a 2020 interview.[10]

It has been noted that it is not Allen's voice we hear at the end of the movie. In an interview with Brett Homenick, S. Richard Krown - the credited film editor - admitted that the voice was his own.[11]

See also[edit]


  1. ^ B is for Low Budget and Big Box Office Bucks, So Sam Arkoff is Proud to Be Called Hollywood's King of the B Pictures. Archived May 23, 2014, at the Wayback Machine People Magazine. Retrieved May 23, 2014.
  2. ^ a b Mavis, Paul. "What's Up, Tiger Lily?". DVD Talk. Archived from the original on May 4, 2012. Retrieved May 10, 2012.
  3. ^ a b "International Secret Police". Tokyo Street Report. April 16, 2009. Archived from the original on July 4, 2010. Retrieved September 15, 2010.
  4. ^ a b Boone, Steve; Moss, Tony (2014). Hotter Than a Match Head: My Life on the Run with The Lovin' Spoonful. Toronto: ECW Press. pp. 112–114. ISBN 978-1-77041-193-7.
  5. ^ Ruhlmann, William. "What's Up, Tiger Lily? – The Lovin' Spoonful". AllMusic. Archived from the original on March 7, 2023. Retrieved March 7, 2023.
  6. ^ Ruhlmann, William. "What's Up, Tiger Lily? / You're a Big Boy Now". Allmusic. Retrieved September 15, 2010.
  7. ^ "Screen: Woody-Allenized:'Tiger Lily,' Innovation of Sorts, Is Here The Cast," The New York Times, Friday, November 18, 1966. Archived January 6, 2018, at the Wayback Machine Retrieved January 5, 2018.
  8. ^ "What's Up, Tiger Lily?". Variety. December 31, 1965. Archived from the original on May 17, 2016. Retrieved January 31, 2017.
  9. ^ "What's Up, Tiger Lily? (1966)". Rotten Tomatoes. Archived from the original on February 2, 2017. Retrieved January 31, 2017.
  10. ^ Woody Allen interviewed by Alec Baldwin (2 june 2020) Archived October 22, 2020, at the Wayback Machine, Alec Baldwin Podcast, uploaded, June 2, 2020 (LSSC YouTube channel)
    Baldwin: "Tiger Lily is the first film you direct, correct?"
    Allen: "No. That was an odd little abhorrent project. Some guy called me and said he bought a Japanese film and would I dub it with comic American? I don't count that as anything. I was even going to sue to keep that from coming out because I thought it was such junk. It was successful so my manager at the time said, 'Shut up and go with the flow and don't make a fuss.'"
  11. ^ "GODZILla's CROWNING MOMENT! UPA's Post-Production Supervisor Richard Krown on Americanizing Toho Classics!". September 14, 2021.

External links[edit]