What's Up, Doc?
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When Peter Bogdanovich got the opportunity to make a film with Barbra Streisand, who had seen and admired the writer-director's 1971 hit The Last Picture Show, his key idea was to showcase her in a picture inspired by '30s and '40s screwball comedies like Bringing Up Baby (1938). The result was the 1972 hit What's Up, Doc?, a movie beloved by audiences - but not by Streisand, even though she's superb as ditzy-genius college dropout Judy Maxwell, who meets bumbling, mild-mannered "musical archaeologist" Howard Bannister (Ryan O'Neal) and turns his life upside-down, sideways, and back-to-front.
The film is proof, maybe, that performers aren't always the best judges of their own work. Whatever flaws What's Up, Doc? may have, it's a marvelous showcase for Streisand's gifts as a comedienne, and its large roster of terrific second bananas - including Madeline Kahn, making her screen debut, and Austin Pendleton as an adorably awkward millionaire philanthropist - means there's someone, or something, to look at every minute. The plot is simple, even if its mechanics are loopy: Howard arrives in San Francisco for an important musicologists' conference, accompanied by his overbearing fiancée Eunice (Kahn), who manages his every move. At the same time, the freewheeling Judy also arrives at the hotel, instigating a madcap rush involving jewel thieves, spies, mistaken identities, and four identical plaid overnight bags - not to mention a chase scene through San Francisco's Chinatown in which Howard and Judy find themselves inside the head of a runaway parade dragon.
The manic pace is, of course, the whole point. As Bogdanovich himself described the picture, "It's kind of a combination of a Feydeau farce--with much running in and out of rooms and slamming of doors--and a kind of screwball comedy," adding, "It plays awfully fast." Perhaps that's an understatement. Pendleton, who manages to be charmingly understated even amid the film's madness, has talked about the challenges of making the film: "Peter...wanted everybody to talk fast, fast, fast. We couldn't do it fast enough for him. And we had overlapping dialogue. The pressure was tremendous, because if you blew a line, the entire shot would be ruined, and everybody--not just you--would have to do the whole scene again."
And although the movie's star had some degree of control over the film - she had secured a co-starring role for O'Neal, then her boyfriend (and just coming off his own hit, the 1970 Love Story) - she was unhappy with the film as it was taking shape, and said as much to Bogdanovich. "This doesn't seem very funny to me," she complained. Even though Streisand trusted her director, she also had several hits under her belt (including Funny Girl, for which she won the Best Actress Oscar in 1969) and was confident enough to challenge him. "Peter was a lot of fun, even though he was a bit tyrannical," said Streisand years later in an interview with the New Yorker. "He had a very clear vision. I would say, 'What do you think of this: I trip down the hall and'--and he'd interrupt: 'No.'"
But if Streisand had some problems with Bogdanovich's vision, she still had respect for what he was trying to do. "He knows how he wants to do things and doesn't waste a lot of time," she has said. "Even when he's wrong, it's the right way to do it. I gave up script approval, costume approval, everything to him." In fact, Bogdanovich knew just how to play up both her radiance and her go-for-broke goofiness: The scene in which Judy and Howard meet-cute in a pharmacy - he's just there to pick up some aspirin, but she surreptitiously tries to get him to pick up the tab for a $65 clock radio - is beautifully played, particularly when Streisand delivers a daffily knowledgeable-sounding monologue about rocks that momentarily throws Howard off his game. He resists her advances - actually, he has some good reasons, not least of which is that she's ripped his jacket, a detail borrowed directly from Bringing Up Baby -- but she continues to pursue him, elbowing her way into an important dinner. Judy somehow charms all the right people, including Pendleton's character, Frederick Larrabee, who has put up a $20,000 grant that Howard is desperate to win in order to continue his research.
Streisand radiates a luminous, vibrating energy in the film. It's easy to see how everyone around her would be taken with her, but also a little bit intimidated. Even O'Neal was nervous. His friend, publicist Steve Jaffe, visited the set and observed him "dancing around like Muhammed Ali before a fight, just getting ready for a scene with Barbra. He was trying to act at his absolute peak. Not only because Barbra's so great and such a perfectionist but because he was in love with her. He wanted her to respect him. He wanted to be as good as he could be."
O'Neal is charming in What's Up, Doc?, an endearing bumbler in heavy-rimmed glasses (another detail borrowed from Cary Grant's character in Bringing Up Baby). And audiences responded to the film: When Warner Bros. previewed the film at Radio City Music Hall, the theater went nuts, and Bogdanovich knew he had a hit on his hands. The picture went on to be named Best Original Comedy by the Writers Guild of America, and Kahn was nominated for a Golden Globe in the category Most Promising Newcomer - Female.
But neither the accolades nor the box-office take could change Streisand's mind about the film. "I hated it with a passion," she said not long after its release. "What interests me is how many people like it. I was embarrassed to do that film. I thought it was infantile humor and not one-sixteenth of the film that it was trying to emulate." But Bogdanovich knew what he was trying to draw out in her, and he stands by it. "She's so good as a comedienne that it was easy for her," he told The Hollywood Reporter in 2013. "That's why she didn't want to do comedy that much -- it was too easy for her. She knows timing; she's just really good at it. Basically, I tried to get the best of how I saw Barbra -- as funny and cute and charming and kind of a wiseass at the same time." He added, "I think it's a pity that Barbra didn't do more comedies like that. It suits her."
By Stephanie Zacharek
Tad Friend, "The Moviegoer," The New Yorker, April 8, 2002
Christopher Nickens, Karen Swenson, The Films of Barbara Streisand, Citadel, 2000
The Hollywood Reporter
AFI Catalog of Feature Films
Producer: Peter Bogdanovich
Director: Peter Bogdanovich
Screenplay: Buck Henry, David Newman, Robert Benton, from a story by Peter Bogdanovich
Cinematography: Laszlo Kovacs
Music: Artie Butler
Film Editing: Verna Fields
Cast: Barbra Streisand (Judy Maxwell), Ryan O'Neal (Howard Bannister), Madeline Kahn (Eunice Burns), Austin Pendleton (Frederick Larrabee), Kenneth Mars (Hugh Simon), Michael Murphy (Mr. Smith), Liam Dunn (Judge Maxwell)
[color, 94 minutes]