As he explains in "Introduction to Flick," the first track on this soundtrack album,
Woody Allen took a Japanese spy film, 1964's Kagi No Kag, and dubbed it into English with his own comic dialogue to create 1966's U.S. release What's Up, Tiger Lily? (The new title is, of course, a play on that of the 1965 film What's New Pussycat.) He also hired
the Lovin' Spoonful to score the new version, and even inserted some footage of the band playing into the picture.
The Spoonful worked up a few new songs, notably "Pow," billed as the movie's theme, which had
John Sebastian's most humorous lyric ("I've always been the guy with the finger in his nose when the passport picture gets taken/When the big boys took me out stealin' chickens, it was me caught holdin' the bacon"), and "Fishin' Blues." Otherwise, they played instrumental versions ("Lookin' to Spy" is really "Coconut Grove" without words.) Their good-natured folk-rock music fit the new tone of the film well.