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.