powered by AFI
After the Warner Bros. logo appears, the opening title card reads: "Warner Bros./A Warner Communications Company/presents." What's Up, Doc? was the first Warner Bros. release under the Warner Communications, Inc. banner, the new name of parent company, Kinney Leisure Services, Inc. Over the opening credits, Barbra Streisand, who portrays "Judy Maxwell" in the film, sings "You're the Top," the popular 1934 song by Cole Porter. After the opening credits, a cartoon drawing of a suitcase appears with the words written underneath, "Once upon a time, there was a plaid overnight case...." The drawing changes into a filmed scene, in which the character "Mr. Smith" picks up the suitcase.
In the final scene of the film, which is set in an airplane, the passengers are being shown a 1950 Warner Bros. seven-minute cartoon, titled What's Up, Doc? The animation features the character "Bugs Bunny," whose signature quip is "What's Up, Doc?" After Judy and "Howard Bannister" (Ryan O'Neal), declare their love, the end of the cartoon is shown, featuring Bugs Bunny and character "Elmer Fudd" singing the words, "What's Up, Doc," followed by the animated Looney Tunes logo, in which "Porky Pig" bursts out of a drum and says, "Th-that's all, folks!" Director Peter Bogdanovich, in his audio commentary for the DVD version of the film, reported that the garish colors of the sets and the slapstick elements of the plot were meant to convey the feeling that the story was like a cartoon.
The end credits present photographs of the major characters, superimposed with the actors' and characters' names, after which a full cast list appears. Although the characters played by actors Michael Murphy and Phil Roth are listed in the end credits as "Mr. Smith" and "Mr. Jones," respectively, within the film their character names are never used. Over the end credits, Streisand and O'Neal reprise "You're the Top." Although there is no continuous soundtrack for the film, music from the Warner Bros. film library and many famous standard songs from the mid-twentieth century are heard as background music at the hotel and other locations. Portions of "Anything Goes" and "Someone to Watch over Me" are played as hotel lobby music, the band in the Chinese parade plays "La cucaracha" and during the banquet scene, a recording of medieval music is heard. During the sequence in which Howard plays the piano, Judy sings an excerpt from "As Time Goes By," a song immortalized in the 1943 Warner Bros. motion picture Casablanca (see entry above). Earlier in the same scene, Judy made a reference to Casablanca by paraphrasing a famous line from it, "Of all the gin joints...."
As noted by many reviews and the director himself, Bogdanovich's biggest inspiration for What's Up, Doc? came from the screwball comedies of the 1930s and 1940s, in particular, Howard Hawks's 1938 RKO film Bringing Up Baby, which starred Cary Grant and Katharine Hepburn as a bumbling paleontologist and the eccentric heiress who pursues him. As noted by a March 1972 Hollywood Reporter editorial, the Bogdanovich film contains several direct quotes and plot points, such as Howard's jacket being ripped, that refer to the earlier picture. Although Howard's profession is musicologist, in the film someone refers to him as a "musical archeologist," which is reminiscent of the profession of Grant's character. In the director's audio commentary, Bogdanovich reported that O'Neal visited with Grant to learn his mannerisms and his character's large glasses were references to both Grant's character and to silent film comedian Harold Lloyd.
Many other references to previous films are made throughout What's Up, Doc? In the background in Howard's hotel room, the television plays an excerpt from the 1943 film Air Force, which was directed by Hawks, whom Bogdanovich admired. In the audio commentary, Bogdanovich claimed that the character Howard was named for Hawks and that the recurring joke early in the movie, in which Judy calls Howard "Steve," was an homage to Hawks's 1945 film To Have and Have Not, in which Lauren Bacall's character inaccurately calls Humphrey Bogart by that name. When Judy bats her eyes at Howard while saying, "Love means never having to say you're sorry," her dialogue is a slightly paraphrased line spoken by O'Neal in Love Story, Paramount's 1970 box-office hit based on Erich Segal's best-selling novel of the same name.
Among other references to earlier films in What's Up, Doc? was the wild, twelve-minute automobile chase sequence, which several reviews compared to the 1968 Warner Bros.-Seven Arts film Bullitt, and which the Variety review called "virtually a 'Road Runner' story-board," and which Bogdanovich stated in his DVD commentary took four weeks to shoot. According to Bogdanovich, the sequence in which trash cans roll down the street is a bow to Buster Keaton's 1925 picture Seven Chances.
There is other physical humor in What's Up, Doc? that harkens back to an earlier age of film and theater, such as the intermittent hotel hallway scenes depicting characters moving in and out of rooms, and Judy's hanging from a ledge, emulating Harold Lloyd. Several cultural icons of the 1970s appear or are mentioned in the film, among them, Volkswagens; the popular 1969 self-help book, The Sensuous Woman: The First How-to Book for the Female Who Yearns to be All Woman, which was written by J. (Terry Garrity); and the character "Hugh Simon," who, according to the Hollywood Reporter review, was based on acidic film critic John Simon, the New York magazine theater critic from 1968 to 2005.
According to Filmfacts, the genesis of What's Up, Doc? occurred when Warner Bros. signed Elliot Gould and his partner, producer Jack Brodsky, to produce A Glimpse of Tiger from a screenplay by Herman Raucher, and A New Life, based on Bernard Malamud's 1961 novel of same name. A Glimpse of Tiger began production in February 1971, starring Gould and Kim Darby, but closed, reportedly due to personality differences. When the property reverted to Warner Bros., the studio planned to revamp it as a vehicle for Streisand, hired Bogdanovich to direct it and cast O'Neal as the male lead. Warner Bros. then decided to cancel the project, but Bogdanovich developed an outline for What's Up, Doc? as a replacement, after which Robert Benton and David Newman were hired to write the script from Bogdanovich's outline. After four weeks, Buck Henry did a final rewrite, and shooting began in August 1971. According to a July 1979 Time article, the original ending called for Howard and Judy to part at the airport, but during editing, the decision was made to allow a happy ending in which they remained together.
As noted in contemporary sources, portions of the film were shot on location in various locations of San Francisco, among them, the airport, Nob Hill and the San Francisco Hilton hotel, which was used for the Bristol. Although a local San Francisco high school band was used for the parade, the dragon was added by the filmmakers, and the people along the sidewalk who were shown watching the parade had actually come to watch the shooting of the film.
What's Up, Doc? marked the feature film debuts of Madeline Kahn, George Morfogen, John Byner and Liam Dunn. O'Neal's mother and brother, Patricia and Kevin O'Neal, played a woman on the plane and a delivery boy, respectively. According to Bogdanovich, Bruce McBroom, the still photographer for the film who would later shoot the famous swimsuit picture of actress Farrah Fawcett, doubled in the cast as the man who kisses Mrs. Van Hoskins' hand in the hotel lobby.
What's Up, Doc? was awarded Best Original Comedy by the Writers Guild of America. Kahn was nominated for a Golden Globe in the category Most Promising Newcomer-Female. The film appears on AFI's lists as one of America's Greatest Love Stories and one of America's Funniest Movies.