Cast & Crew
At the San Francisco airport baggage claim, mysterious Mr. Smith retrieves his plaid overnight case containing secret documents and proceeds to the Bristol Hotel, stalked by the furtive Mr. Jones. Also traveling from the airport to the Bristol is absent-minded Howard Bannister, a music professor from Ames, Iowa who is attending a musicology convention and carrying a plaid case similar to Smith's, although Howard's case contains pre-Paleozoic igneous rocks crucial to his research project. With Howard is his domineering fiancée, Eunice Burns, who manages his life but, concerned about "propriety," plans to check into a separate hotel room. During their cab ride to the hotel, their cab and several cars almost hit Judy Maxwell, a starving college student carrying a plaid case, who is following a pizza delivery man. Also checking in at the hotel is wealthy Mrs. Van Hoskins, whose plaid case filled with jewelry is coveted by two thieves, the hotel clerk, Fritz, and house detective, Harry. Sent by Eunice to the drugstore to buy some aspirin, Howard is distracted by a souvenir rock when Judy, chomping on a carrot stolen from the tray of a passing waiter, approaches him and flirtatiously asks, "What's up, Doc?" As she talks knowingly about geology, Howard tries to escape from her advances, but knocks over a display and when Judy tries to grab his jacket, it accidentally rips. When Eunice arrives, Judy upsets her by mischievously pretending to be Howard's castoff paramour. Later, Judy goes to room 1717, planning to stay without paying, but, seeing Jones inside, instead enters 1716, which is open. Finding Howard's jacket there, she mends it, stashes her overnight case in his room and sees an invitation to a banquet. In the hallway, Jones spots Mrs. Van Hoskins' case, which he presumes is Smith's, and later breaks into her room and takes her case. In room 1714, Eunice prompts Howard on how to present himself to Frederick Larrabee, the philanthropist offering a twenty thousand dollar research grant. As Eunice is not ready, Howard proceeds to the banquet alone, fumbles his introduction to Larrabee and meets his rival for the grant, the arrogant Hugh Simon. Sitting at Howard's table is Judy, who, posing as Eunice, is bewitching Larrabee and other musicologists with her wit, sex appeal and extensive knowledge. She manipulates the conversation to allow tongue-tied Howard to explain his theory that early man played crude melodies on rocks and elaborate his research, which involves the testing of rocks for inherent tonal qualities. Upstairs, Jones finds he cannot leave without being seen and Smith, thinking Jones is still after the documents, breaks into Mrs. Van Hoskins' room and hides his suitcase there. Afterward, Harry breaks into her room to steal her jewels and unwittingly takes Smith's case. Harry then hides in Eunice's room and stashes the case under her bed, unaware that Howard's case is there as well. Downstairs, the desk attendant refuses to let the distressed Eunice join the banquet because her name tag, which has been stolen by Judy, is missing. Although Howard repeatedly denies that Judy is his fiancée, Larrabee says her presence has increased his chance of winning. When Eunice forces her way into the ballroom, begging hysterically that Howard identify her, he claims not to know her, but is ashamed afterward. Fritz goes to Eunice's room and, unaware that there are two suitcases, grabs one, but then must slip it into Mrs. Van Hoskins' room to avoid being seen with it. After the banquet, Howard finds that Eunice left what she thinks is his suitcase outside his door. Inside his room is Judy, taking a bubble bath. When Eunice demands to come in, Howard convinces Judy, wrapped in a towel, to wait on the window ledge. Meanwhile, Harry enters Mrs. Van Hoskins' room and steals the case, but Smith presumes Jones has taken it when he sees his nemesis exiting through the hall window and walking along the ledge. As Eunice and Howard quarrel, Judy stumbles over the ledge, to which she hangs by her fingertips, and Howard accidentally causes a fire. Startled by Judy, Jones crashes through the window into Howard's room. Fritz and the firemen arrive, alerted by the smoke. During the pandemonium, no one notices Smith take Judy's case from Howard's room. The next morning, Howard is evicted, but the elevator takes him up instead of down, letting him off at a restaurant under renovation. Playing a piano, he awakens Judy, who is sleeping under a tarp. She sings, advancing seductively, until they fall off the bench. Half-heartedly evading her overtures, Howard asks about her wide knowledge. Judy says her father, determined to educate her, sent her to several universities, where she excelled in a variety of majors but was expelled from every one for the catastrophes she caused. Judy then gives Howard a letter from Larrabee, which states that he won the grant. Despite his attraction to Judy, Howard invites Eunice to the reception in his honor at Larrabee's mansion, where he promises to introduce her as his true fiancée. As she is not dressed, Eunice says she will meet him there. Smith sees Howard carrying a case similar to his and, looking inside the one he possesses, finds Judy's clothes. Determined to switch bags, he follows Howard. In the lobby, Judy overhears Fritz tell Harry to deliver the jewels to a certain address and calls Eunice's room and, pretending to be Larrabee's secretary, directs her to the address she overheard. Fritz and Jones see Judy, Howard and Smith depart, all bearing plaid cases, and follow, leaving the lobby just before Mrs. Van Hoskins enters and announces that she has been robbed. Shortly afterward, Eunice is dropped off by her cabbie at an isolated building in a bad part of town and finds a gang of men beating Harry for delivering Howard's rocks instead of jewels. At Larrabee's art-filled mansion, when asked to demonstrate his rocks, Howard finds jewels in his case and documents in Judy's. Smith then enters, carrying a suitcase and demanding the documents, and Jones, carrying a gun, does the same. Abruptly, the gang enters with Howard's case and Eunice, demanding the jewels. A fight ensues, during which Howard and Judy grab all four cases and steal a delivery boy's bicycle. As they pedal up and down the hills of San Francisco, they are chased by Smith, Jones, Fritz and the gang, all of whom are driving cars. In the gangsters' car, the terrified Eunice introduces herself to her fellow captive, Larrabee. Judy and Howard take refuge in a Chinese parade and then a costume shop. They steal a car from a newly married couple exiting a church and race to Sausalito in hopes of catching the ferry before it departs. Just as they arrive, the ferry is pulling out of the dock, and when Judy depresses the gas peddle to catch it, their car falls into the bay, as do those of their pursuers, and all are arrested by the police. Everyone is taken to a courtroom, presided over by a cranky, hypochondriac judge eager to charge them with everything he can. At the judge's questioning, Jones explains that he is a government agent pursuing Smith, who stole secret documents, and Howard confuses the judge with his muddled explanation. When the judge orders the person who is hiding under a blanket to come forth, Judy uncovers herself, and says, "Hello Daddy!," revealing that she is his daughter. After all the suitcases are returned to their owners, Howard, stripped of the grant, goes alone to the airport, where Judy approaches him. Fearing more trouble, he rebuffs her. Before catching her plane, Mrs. Van Hoskins says that from the $20,000 reward she offered for the return of her jewels, she has paid the cost of the damages they caused. Larrabee and Eunice, who bonded during their ordeal, come to see Howard off, along with Simon, the new grant recipient. Encouraged by Judy, Simon talks about his research project, which she and Larrabee realize has been plagiarized from a little-known scholar's work, prompting Larrabee to award the grant back to Howard. On board, Howard discovers that Judy is traveling to Iowa to study musicology. He admits he loves her and apologizes for rejecting her, but she says, "Love means never having to say you're sorry." As they kiss, a cartoon being shown to the passengers ends with Porky Pig announcing, "that's all, folks."
M. Emmet Walsh
Paul B. Kipilman
Peter Paul Eastman
George R. Burrafato
Donald T. Bexley
John Allen Vick
William M. Niven
Herman A. Blumenthal
Ted M. Grossman
John Angelo Moio
Glenn H. Randall Jr.
George N. Robotham
What's Up, Doc?
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]
What's Up, Doc?
Oh, I'm not looking for romance, Howard. As the years go by romance fades and something else takes its place. Do you know what that is?- Eunice
I find that as difficult to swallow as this potage au gelee.- Hugh Simon
How would you like to swallow one sandwich d'knuckles?- Judy
You don't wanna marry someone who's gonna get all wrinkled, lined and flabby!- Judy
Everyone gets wrinkled, lined and flabby!- Howard
By next week?- Judy
I know I'm different, but from now on I'm going to try and be the same.- Judy
The same as what?- Howard
The same as people who aren't different.- Judy
And these men tried to molest me.- Eunice
That's...- Judge Maxwell
unbelievable.- Judge Maxwell
Ryan O'Neal parodies one of his earlier performances. At the end of the movie, Judy Maxwell says, "Love means never having to say you're sorry," (a line from Love Story (1970), to which O'Neal's character, Howard Bannister, replies, "That's the dumbest thing I ever heard."
A male stuntman was used to double for Streisand in the long shots of her riding the bicycle. During one hairpin turn, he fell off and broke his ankle.
The long-haired blond delivery boy whose bike Judy steals is played by Kevin O'Neal, Ryan O'Neal's brother. The woman she sits next to on the plane in the final scene is Patricia O'Neal, their mother.
As Judy stands outside the pizzaria watching the chef toss dough, "Santa Lucia" can faintly be heard coming from inside. The singer is Peter Bogdanovich.
The fender bender Judy causes as she crosses the street to the Bristol Hotel was added on the spur of the moment. When no stunt cars were available, Bogdanovich instructed a crew member to rent two cars and make sure he got collision insurance. Then he staged the wreck before returning the battered cars.
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.
Released in United States 1983
Released in United States March 1972
Released in United States September 2000
Released in United States Spring March 9, 1972
Released in United States 1983 (Shown at FILMEX: Los Angeles International Film Exposition (Verna Fields: A Dedication Tribute) April 13 - May 1, 1983.)
Released in United States March 1972
Released in United States Spring March 9, 1972
Released in United States September 2000 (Shown in New York City (BAM Rose Cinema) as part of program "Buck Henry: The Buck Stops Here" September 7-22, 2000.)