What's Up, Doc?
What's Up, Doc? DVD cover
Directed by	Peter Bogdanovich
Produced by	Peter Bogdanovich
Written by	Peter Bogdanovich Buck Henry David Newman Robert Benton
Starring	Barbra Streisand Ryan O'Neal Madeline Kahn
Distributed by	Warner Bros.
Release date(s)	March 9 1972 (USA)
Running time	94 min.
Language	English
IMDb profile

What's Up, Doc? is a screwball comedy from 1972, directed by Peter Bogdanovich and starring Barbra Streisand, Ryan O'Neal, and Madeline Kahn (in her first full-length film role). It was intended to pay homage to comparable motion pictures of the 1930s, such as Bringing Up Baby,^[1] as well as the Bugs Bunny cartoons—which, like this film, were made by Warner Bros. Pictures.

The film was a huge hit in theaters, and became the third-highest grossing film of 1972. The film won the Writers Guild of America 1973 "Best Comedy Written Directly for the Screen" award for writers Buck Henry, David Newman and Robert Benton. It was placed number 61 on the list of 100 greatest comedies published by the American Film Institute. It was placed number 68 on the AFI's 100 Years... 100 Passions.

Background

The film came about as the result of a disastrous, aborted effort to film an adaptation of the black comedy novel A Glimpse of Tiger by Herman Raucher, which was supposed to have starred Elliott Gould and Kim Darby in a story about an insane con man named Luther who befriends a runaway 19-year-old girl. Gould was cast as the con man, with Darby as the girl. Production went on for a week before Gould and a group of his friends showed up on the set one day under the influence of LSD and threatened both the director and Darby. Gould then disappeared; it would later be discovered he had been hiding in a nearby hotel. The set was shut down, and it quickly became public knowledge that Warner Bros. was planning to file a breach of contract suit against Gould once police found him.

In an effort to save Gould (from whom she became divorced in 1971), Barbra Streisand made a deal to the studio: If the studio agreed not to take legal action against Gould, she would take his place in the film. (Due to the secretive nature of Streisand's talks with Warner Bros., accounts differ about what the payment terms would be. Some sources claim that Streisand agreed to only work for scale, while others say that she agreed to do it for free.) Streisand met with Raucher, and the two began working on altering the role of the Luther for a woman. Shortly thereafter, Peter Bogdanovich was brought on to direct. He decided that he didn't like the script, and began to make changes to it steadily, until it eventually became What's up, Doc?. These alterations effectively severed Raucher from the production, causing all credit for his work up to that point to be stricken.

Synopsis

The story, which takes place in San Francisco, centers on four identical plaid overnight bags and the people who own them.

• One of the bags belongs to Howard Bannister, Ph.D. (played by O'Neal), and is filled with igneous rocks that have certain musical properties. Howard, a musicologist, and his fiancée, Eunice Burns (Kahn), have come to San Francisco in the hope of winning a grant funded by Frederick Larrabee (Austin Pendleton). His rival for the grant is the dubiously-accented Hugh Simon (Kenneth Mars).
• The second bag belongs to Judy Maxwell (Streisand), and is filled with her clothes. No matter where Judy goes, trouble happens, from car crashes to spontaneous combustion of hotel rooms. She never finished college, but nevertheless has amassed a considerable amount of knowledge from all of the courses she took at the many institutions of higher learning from which she was expelled.
• The third bag belongs to Mrs. Van Hoskins (Mabel Albertson), a wealthy woman who is using it to store her jewels.
• The fourth and last overnight bag belongs to the mysterious "Mr. Smith" (Michael Murphy) and contains top-secret government papers. The equally mysterious "Mr. Jones" (Philip Roth) is trying to get hold of them.

Howard, Eunice, Judy, Ms. Van Hoskins, and Mr. Smith all happen to check into the Hotel Bristol at the same time, whereupon Judy begins pursuing Howard, two hotel employees (Sorrell Booke and Stefan Gierasch) attempt to rob Mrs. Van Hoskins, and Mr. Jones attempts to rob Mr. Smith. Over the course of the evening, the four parties mistakenly take one another's suitcases, setting up a madcap chase around the city the following morning—through Chinatown, down Lombard Street, etc. All the protagonists finally end up in court, under the gavel of a world-weary and curmudgeoned judge (Liam Dunn) who turns out to be Judy's estranged father.

Randy Quaid appears in a small role, intentionally miscast as a professor.

Locations

The San Francisco Hilton was the shooting location for the "Bristol Hotel". Part of the movie was filmed in Paramus, New Jersey.

One of the most famous aspects of the film is the car chase around San Francisco. The famous "plate glass" scene was filmed at Balboa and 23rd Avenue in the Richmond District. The director did not get permission from the city to drive cars down the concrete steps in Alta Plaza Park in San Francisco; these were badly damaged during filming and still show the scars today. At the end of the car chase, almost everyone ends up floundering in San Francisco Bay—except O'Neal and Streisand, comfortably afloat in their Volkswagen Beetle. This was a play on Volkswagen print and TV ads from a few years prior that championed the Beetle's remarkable (and real) ability to float on water.

The final scene on board the airplane shows Streisand looking out the righthand window showing the Marina District and the (now demolished) Embarcadero Freeway. An airplane having just taken off from SFO would not have been flying over the city in that direction.

The final scene in the film makes fun of "Love means never having to say you're sorry," a famous line from Love Story, a highly successful tear-jerker in which O'Neal had starred two years earlier. Howard reacts to the line when Judy says it by replying, deadpan, "That's the dumbest thing I've ever heard." Ryan O'Neal's mannerisms, from the very first shot of him staring vacantly into space, are modelled on those of Harold Lloyd.

Music

Although What's Up, Doc? is not a musical, there is some singing and other musical interest. The song "You're The Top" from the musical Anything Goes is sung for the opening and closing credits by Streisand and by Streisand and O'Neal, respectively. The same Cole Porter musical supplied at least two other tunes played as background music: "Anything Goes" and "I Get A Kick Out Of You," heard during the first hotel-lobby scene.

About two-thirds of the way into the film, Howard accompanies Judy at the piano as she sings the beginning of "As Time Goes By" (made famous in the film Casablanca). The scene includes Streisand imitating Humphrey Bogart with the line, "Of all the gin joints, in all the towns, in all the world....she has to walk into mine! Play it Sam!"

Musical jokes abound throughout the film. Over-the-top Muzac-styled elevator music featuring Cole Porter's songs are used throughout the hotel scenes. In the chase scene, a Chinese marching band is inexplicably playing the Mexican tune "La Cucaracha" on German glockenspiels. The Bugs Bunny number—derived from his characteristic tagline—that gives the movie its title, appears as well, with the original animation, in the last scene. "Please Don't Talk about Me When I'm Gone", an old Tin Pan Alley hit which had appeared in Looney Toons cartoon One Froggy Evening, can be heard instrumentally during the opening scene in the airport.

References

External links

•  • [ e] Films Directed by Peter Bogdanovich
Targets • Voyage to the Planet of Prehistoric Women • The Last Picture Show • What's Up, Doc? • Paper Moon • Daisy Miller • At Long Last Love • Nickelodeon • Saint Jack • They All Laughed • Mask • Illegally Yours • Texasville • Noises Off • The Thing Called Love • The Cat's Meow • Hustle •