This little film certainly is no Acadamy Award winner, but if you were of college age in 1979 and living in the Minneapolis, St Paul, Minnesota area, you will love this film! It has become a time capsule for those of us going to college here in Minnesota during that year.Filmed almost entirely in Minneapolis and St Paul with lots of scenes at the University of Minnesota. Good performances by Gary Busey, Annette O'Toole, Tony Randal as the creepy butler and Eddie Albert as the family patriarch. Romance on Lake Minnetonka with Gary Busey as the underdog trying to win beautiful Annette O'Toole's heart away from the rich villain! A college acquaintance, Beth Bosacker has a small part as Rickie, one of the brides maids. I remember how excited we all were in the fall of 1978 when we learned that someone we knew was cast in this film!!

No other movie has ever been made or will ever be made that can top Foolin' Around. Gary Busey's performance is pure genius. The amount of times someone gets hit in the nuts only leaves you wanting more. "Everytime I get around that guy something goes Haywire"...

Annette O'Toole and Gary Busey have good chemistry together. The supporting cast adds so much to this movie. One of the supporting roles I haven't seen anyone mention is Michael Talbott as Clay, Wes' (Gary Busey's) best friend. I thought he was very funny, along with John Calvin as the uppity boyfriend, Cloris Leachman, Eddie Albert and Tony Randall. Also, notice the cameo appearance of William H. Macy as the book salesmen who's car is hung by Wes.

"Foolin' Around" is one of those films that harkens back to 1930s screwball comedy, and that knows enough not to take itself too seriously. Likewise, it knows one of the key lessons of such comedies -- get likeable leads together with wonderful supporting actors to make the genre work.Busey (one of my favorite actors when he's on his game) plays a good ol' boy who's going to the University of Minnesota who falls in love with fellow coed O'Toole. Despite the fact that she's ostensibly spoken for (with obnoxious boor Calvin), a romance blooms between the two of them, not the least because her grandfather (Eddie Albert, in an extremely fun character performance) sees in Busey a lot of the same blue collar roots and values that brought him to the top. Busey is wonderfully likeable (as he usually is) as is O'Toole, but it is Albert, Cloris Leachman (as O'Toole's status-conscious mother) and Tony Randall (hilarious as their stiff-as-a-board butler) that really get into the screwball spirit. Randall's efforts to keep track of a mysteriously disappearing and reappearing bag and his (off-screen) sex scene with Leachman are among the many highlights in this film.On a one-to-ten scale, this film definitely hits a 7 1/2.