# What's Up, Tiger Lily?

What's Up, Tiger Lily? is a 1966 American comedy film directed by Woody Allen in his feature-length directorial debut.
Allen took footage from 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. He both put in new scenes and rearranged the order of existing scenes, producing a one-hour movie from the 93 minutes of the original film. 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.
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, 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). In 2003, Image released the film on DVD, with both the theatrical and television (called "alternate") soundtracks.

## Plot

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.

## Cast

* 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
Both female leads appeared the following year as legitimate Bond girls in the Japan-based You Only Live Twice.

## Soundtrack album

The soundtrack album to What's Up, Tiger Lily? was released in August 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. It reached No. 126 on the Billboard Pop Albums charts.

### Track listing

All tracks written by John Sebastian, Joe Butler, Steve Boone and Zal Yanovsky, except where noted.
Side one
* "Introduction to Flick" (Woody Allen, Lenny Maxwell) – 2:03
* "Pow (Theme From 'What's Up, Tiger Lily?')" (Sebastian, Butler, Boone, Skip Boone, Yanovsky) – 2:28
* "Gray Prison Blues" – 2:15
* "Pow Revisited" (Sebastian, Butler, Boone, Yanovsky, Skip Boone) – 2:30
* "Unconscious Minuet" – 2:05
* "Fishin' Blues" (trad., arrangement by Sebastian) – 1:58
Side two
* "Respoken" (Sebastian) – 1:48
* "Cool Million" – 2:20
* "Speakin' of Spoken" (Sebastian) – 2:40
* "Lookin' to Spy" – 2:30
* "Phil's Love Theme" – 2:15
* "End Title" – 4:05

## Reception

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." Variety wrote, "The production has one premise – deliberately mismatched dialog – which is sustained reasonably well through its brief running time."
Aggregator Rotten Tomatoes reports 81% approval of the film from 26 reviews, with an average rating of 6.9/10.
The film is considered Woody Allen's directorial debut, although Allen distanced himself from it in a 2020 interview. 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.