Now that the tense election season is over and the poisonous campaign ads and rhetoric can be put away for at least a couple of years, it seems to CrazyFilmGuy like the time for the country to watch a comedy to bring some good old fashioned laughter back into our lives. One of my favorite comedies is Peter Bogdanovich's WHAT'S UP, DOC? (1972) starring Barbra Streisand and Ryan O'Neal although the real star of the film might be the city of San Francisco. WHAT'S UP, DOC? was my introduction to the City by the Bay when I first saw the film on television in the 1970s (I must have seen other San Francisco set films BULLITT and VERTIGO later). The steep streets around Filbert and 22nd or the famously crooked Lombard Street captured my imagination (not to mention the Golden Gate Bridge and Fisherman's Wharf). I would not actually visit San Francisco for the first time until ten years later around 1983 but it's unique beauty rubbed off on me in WHAT'S UP, DOC? as Streisand and O'Neal are chased around the city by a group of questionable crooks, spies, and government agents.
WHAT'S UP, DOC? is the perfect modern blend of Mack Sennett silent comedies with lots of physical comedy, the screwball comedies of the 1930s with its quick, machine gun fire banter, and the Warner Bros Bugs Bunny cartoons. WHAT'S UP, DOC? was made by several film artists who were at the top of their game. Director Peter Bogdanovich was the wunderkind of the early 70s fresh off the success of his previous film THE LAST PICTURE SHOW (1971). The inventive screenplay is courtesy of Buck Henry (THE GRADUATE) and David Newman & Robert Benton (BONNIE AND CLYDE) based on a story by Peter Bogdanovich. And its stars Barbra Streisand and Ryan O'Neal were young actors on the verge of stardom: Streisand in William Wyler's FUNNY GIRL (1968) and Gene Kelly's HELLO, DOLLY! (1969) and O'Neal in Arthur Hiller's LOVE STORY (1970).
It should be no surprise that WHAT'S UP, DOC? is such a synthesis of movie types as Bogdanovich started out as a film essayist and scholar, putting together a retrospective for the Metropolitan Museum of Art in New York of John Ford's films when he was in his 20s. Bogdanovich interviewed great directors like Alfred Hitchcock, Howard Hawks, and Orson Welles. In the early 70s, Bogdanovich would make three critically acclaimed films in a row: THE LAST PICTURE SHOW, WHAT'S UP, DOC?, and PAPER MOON (1973). But then whether due to ego or bad project choices, Bogdanovich would follow his string of hits with a string of failures including DAISY MILLER (1974), AT LONG LAST (1975), and THEY ALL LAUGHED (1981). Not until 1986's MASK starring Eric Stoltz, Cher, and Sam Elliott would Bogdanovich find commercial and critical success again. Check out the podcast The Plot Thickens narrated by TCM's Ben Mankiewicz to hear Bogdanovich's incredible and candid life story.
But back to WHAT'S UP, DOC? The film follows the exploits of four identical plaid overnight cases that contain different contents and are accidentally mixed up during one night and the following day at San Francisco's Bristol Hotel. Bag #1's contents are U.S. top secret papers that Mr. Smith (Michael Murphy) has stolen. He's followed by government agent Mr. Jones (Phil Roth) who drags a bag of golf clubs with him as his cover. Bag #2's contents contain the wealthy Mrs. Van Hoskins (Mabel Albertson) diamond jewelry. She brings them to the Bristol where German hotel clerk Fritz (Stefan Gierasch) and the hotel's house detective Harry (Sorrell Booke) plan to steal her jewels and fence them to some crooks. Bag # 3 contents are paleolithic rocks that Dr. Howard Bannister (Ryan O'Neal) believes prehistoric man used to make music. The absent minded Bannister and his fiancee Eunice Burns (Madeline Kahn) are in town from Ames, Iowa for a convention and a chance to win $20,000 in grant money for his thesis. Which bring us to Bag # 4's owner -- the free spirited Judy Maxwell (Barbra Streisand).
Judy is just looking for a free meal and a place to hang out when she comes across Howard in the hotel's gift shop. Upon first setting eyes on him, Judy literally hijacks the good looking but distracted Howard Bannister and his life. Howard heads for the Congress of American Musicologist Convention without Eunice who has a headache. The president of the American Musicologists Frederick Larrabee (Austin Pendleton) is awarding a $20,000 grant to either Howard or his Croatian counterpart the unctuous Hugh Simon (Kenneth Mars). Howard walks in to discover that Judy is pretending to be his wife (calling herself "Burnsie") and charming Larrabee and the other musicologists with made up tales about Howard. Then, the real Eunice shows up. Only Judy has taken her name tag. Eunice fights her way in. Realizing that he may have a better chance of winning the grant with Judy by his side, Howard does the unthinkable. He denies knowing Eunice to Larrabee and the security guards. They drag a screaming Eunice out of the convention room.
Howard sheepishly returns back to his hotel room after the dinner, positive he's lost both Eunice and the grant. He discovers Judy taking a bath in his room. Meanwhile, in the hallway and adjoining rooms, the battle over the various plaid overnight cases goes on between Mr. Smith, Mr. Jones, and Harry the hotel detective. Eunice calls Howard for an apology and overhears Judy's voice. Eunice storms over to investigate. Judy sneaks out onto the balcony where she nearly falls to her death. Howard can't turn the television volume down and accidentally rips the cord out of the wall, starting a small fire that will bring the San Francisco fire department to Howard Bannister's hotel room, further thrashing it.
The next morning, the hotel manager (John Hillerman) arrives at Howard's room to escort him out of the hotel for destroying his room and most of the floor. Howard presses down but the elevator takes him to the top floor where he finds Judy sleeping on a piano. They're falling in love. On his way out of the hotel, Howard and Judy learn from Larrabee that Howard has won the grant. Larrabee invites Howard and Judy to his Russian Hill house to celebrate. Howard and Judy each carry a plaid overnight bag. Mr. Smith discovers that the plaid bag he carries is the wrong bag. And so begins the third act that begins with Mr. Jones, Mr. Smith, and the gang of jewel thieves converging on Larrabee's party to claim the correct plaid overnight bags and ends with Howard and Judy grabbing all four bags and fleeing first on a bicycle and then a stolen VW Bug from a wedding party, chased through the steep and crooked streets of San Francisco and Chinatown by everyone. All parties end up in the San Francisco Bay. The motley crew wind up in night court where Judge Maxwell (Liam Dunn) is about to throw the book at all of them until a surprise witness saves the day...I mean night.
In essence, WHAT'S UP, DOC? is a live action Warner Bros cartoon with Barbra Streisand as a human Bugs Bunny and Ryan O'Neal as the gullible and increasingly frustrated Elmer Fudd. Director Bogdanovich tells us so in so many ways. The title WHAT'S UP, DOC? is one of Bugs Bunny's favorite catch phrases and one of the wascally wabbit's best cartoons (which plays on the airplane as O'Neal and Streisand fly away at the end). When Streisand as Judy first makes contact with O'Neal's Howard, she's chewing on a carrot and quips, "What's Up, Doc?" to Howard (who also happens to be a doctor). The sight gags and pratfalls and the final car chase all have the feel of a Bugs Bunny cartoon. All that is missing is an anvil to fall from the sky and land on Eunice's head or a box of TNT with Acme, Inc. stamped on its side to explode at Larrabee's posh home.
Besides paying tribute to Bugs Bunny, WHAT'S UP, DOC? is a homage to one of Bogdanovich's favorite directors Howard Hawks (the character Howard Bannister is named after him) and one of Hawks best known screwball comedies BRINGING UP BABY (1938). Ryan O'Neal's character Dr. Howard Bannister is BRINGING UP BABY'S Cary Grant character David Huxley. Both are handsome but scatter brained doctors. Bannister is a musicologist. Huxley either a zoologist or paleontologist (depending on which synopsis you read). They both wear glasses. Judy in WHAT'S UP, DOC? first accidentally rips Howard's dinner jacket. Later, she tears his pajamas. In BRINGING UP BABY, it is Katherine Hepburn's character Susan who's dress is ripped. The female leads in both WHAT'S UP, DOC? and BRINGING UP BABY are smart, independent women. Streisand's Judy is college educated (although she's been kicked out of every college she attended) but her school smarts help her out when dealing with a group of over educated, undersexed musicologists. Hepburn's Susan Vance is an heiress with a pet leopard. Both are beautiful but irritating to their male counterparts before eventually falling in love.
Bogdanovich and his writers last tip of the hat in WHAT'S UP, DOC? is to the silent film comedies by the likes of Mack Sennett, Buster Keaton, and Harold Lloyd. Sennett, a producer and director who ran his own studio during the silent film era, is credited as "the king of comedy" with films full of slapstick antics (pie fights) and crazy car chases (sounds like WHAT'S UP, DOC? doesn't it?) often starring the Keystone Cops. Set pieces on Howard's hotel floor with spies, government agents, and hotel detectives sneaking into various rooms (appearing and disappearing behind hotel doors all in perfect repetition) searching for the plaid bags or everyone converging at Larrabee's house are full of slapstick hijinks. And the car chase through the steep up and down streets of San Francisco has all the hallmarks of a Mack Sennett comedy complete with two workmen carrying a large plate glass window across a busy street, trying not to break it as they avoid speeding cars only to have the window broken by a seemingly innocent window washer.
Like young stars Cary Grant and Katherine Hepburn in BRINGING UP BABY, director Bogdanovich chose two up and coming actors for the lead roles in WHAT'S UP, DOC? Barbra Streisand had made a name for herself as a musical leading lady with FUNNY LADY but Bogdanovich saw her as a funny leading lady in her role as Judy Maxwell. Judy is charming, vivacious, flirtatious, annoying, exasperating but always with a mischievous twinkle in her eye. WHAT'S UP, DOC? would further cement Streisand as a rising star in the 70s. She would follow WHAT'S UP, DOC? with her most dramatic role to date in Sydney Pollack's THE WAY WERE WERE (1973) co-starring with Robert Redford (Streisand would sing the Academy Award winning song of the same name). Besides acting, Streisand would become an accomplished director with films like YENTL (1983) and THE PRINCE OF TIDES (1991) with Nick Nolte. If you weren't a fan of Streisand, you will be after her winning performance in WHAT'S UP, DOC?
Cary Grant had a lean, acrobatic body perfect for screwball comedies. Ryan O'Neal's body is more like a middleweight boxer. Yet O'Neal pulls off the Grant like role as the befuddled Dr. Howard Bannister in WHAT'S UP, DOC? complete with horn rimmed glasses and distracted performance. O'Neal is hilarious whether struggling to remove his bow tie from his neck for half the film or trying to catch up to the sheer audacity of Judy commandeering his life. O'Neal was fresh off the melodramatic hit LOVE STORY. After that serious role, you would imagine O'Neal didn't have an ounce of comedy in him but he's spot on as the flustered musicologist. Bogdanovich and O'Neal would team up again the next year for another hit PAPER MOON. O'Neal would play a Depression era con artist and co-starred with Madeline Kahn and O'Neal's daughter Tatum O'Neal (who would win an Academy Award for Best Supporting Actress).
Streisand and O'Neal have great chemistry in WHAT'S UP, DOC?, one of the keys to any screwball comedy and DOC'S success. They would try to capture that magic again seven years later in Howard Zieff's THE MAIN EVENT (1979) with Streisand as a bankrupt entrepreneur who becomes the manager to a washed up boxer (O'Neal) she acquired as a tax break. The film had the catchy tag line "A Glove Story" and was a moderate hit, proving audiences still enjoyed seeing Streisand and O'Neal together.
Any good screwball comedy needs a great supporting cast. WHAT'S UP, DOC? is the first feature film for the wonderful Madeline Kahn who plays Howard's overbearing fiancee Eunice Burns. Eunice is the female/male prototype we become familiar with in comedies-- the insufferable friend/boss/fiancee/authority figure that suffers comedic humiliation time and time again. Eunice loses Howard to Judy but has a happy ending as she finds solace in Frederick Larrabee by the film's end. Kahn would rejoin Bogdanovich and O'Neal the following year for PAPER MOON.
WHAT'S UP, DOC? has a six degrees connection to Mel Brooks troupe of comedy actors he favored in his films. Madeline Kahn who made her debut in WHAT'S UP, DOC? would be one of Brooks' favorites actresses appearing in BLAZING SADDLES (1974), YOUNG FRANKENSTEIN (1974), and HIGH ANXIETY (1977) often as sexy vamps instead of the prim and mousy Eunice in WHAT'S UP, DOC? Kenneth Mars who plays Howard's adversary Hugh Simon in WHAT'S UP, DOC? first appeared in Brooks THE PRODUCERS (1967) and nearly steals YOUNG FRANKENSTEIN as the one armed Inspector Kemp. Mars was fantastic with foreign accents. John Hillerman (BLAZING SADDLES) as the Hotel Manager and Liam Dunn (YOUNG FRANKENSTEIN) as Judge Maxwell in WHAT'S UP, DOC? would also be members of Brooks stock company. Surprisingly, I thought Austin Pendleton who plays Frederick Larrabee had to have been in a Mel Brooks film. Pendleton did make another film with Ryan O'Neal in Bud Yorkin's THE THIEF WHO CAME TO DINNER (1973) but no Brooks film. And Michael Murphy who plays the secret government papers thief in DOC was a favorite of director Robert Altman appearing in Altman's MASH (1970), MCCABE & MRS. MILLER (1971), and NASHVILLE (1975). Look for early bit roles in WHAT'S UP, DOC? by Randy Quaid, M. Emmet Walsh, and John Byner. One thing is for sure. Bogdanovich and Brooks knew how to cast funny actors for their films.
Streisand doesn't perform in any big musical production numbers in WHAT'S UP, DOC? but she does sing Cole Porter's You're the Top during the opening credits. Bogdanovich also ingeniously weaves Porter's Anything Goes as piano lounge music in the hotel lobby early in the film. And film connoisseur Bogdanovich has Streisand and O'Neal sing a piano duet of As Time Goes By from CASABLANCA (1943). CASABLANCA was a Warner Bros production and WHAT'S UP, DOC? was financed and distributed by...Warner Bros.
Laughter is the best medicine and boy does the world need plenty of laughter these days. WHAT'S UP, DOC? is a throwback comedy to comedies even farther back. It's clever, witty, and something that's hard to find these days - clean. There's no bathroom humor. It's sophisticated humor mixed with cartoon and slapstick visuals.
