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. 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.