Foolin' Around is a 1980 American romantic comedy sports film directed by Richard T. Heffron and starring Gary Busey and Annette O'Toole.

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).

Susan's house, where Wes comes to play tennis and crashes her bridal shower, was the original Pillsbury family home, built in 1918 on Lake Minnetonka and called "Southways" because one must go "south a ways" to reach the estate.

[citation needed] Janet Maslin of The New York Times gave the film a mixed review:[3] Foolin' Around is an affable, meandering comedy with a nice cast and nowhere much to go...

The performances vary widely, from Tony Randall's peculiarly humorless turn as a diabolical and/or drunken butler, to Miss O'Toole's personable but innocuous heiress, to the rough-hewn, easygoing Mr. Busey and Eddie Albert, as a construction mogul who thinks Mr. Busey may grow up to be just like him.