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58. WHAT’S UP, DOC?, 1972

A classic screwball comedy, and one of the funniest films ever made

“What's Up, Doc?”

If I were asked to name my pick for the funniest film ever made, my automatic response would be “What's Up, Doc?”. I’ve seen this film more times than I can count, know practically every line by heart, and it still makes me teary with laughter. I was lucky enough to see it on the big screen along with a sold-out crowd at the 2017 TCM Classic Film Festival. At one point, the woman behind me said to the person next to her, “I’m laughing so hard my stomach hurts”, and the man next to me was laughing so hard he was crying. It was joyous. There is nothing as freeing and satisfying as a truly funny comedy, and “What’s Up, Doc?” whole heartedly fits the bill. It premiered at New York’s Radio City Music Hall and in its first two weeks, broke the house record held since 1933. The American Film Institute ranked it as the 61st Funniest American Movie Of All Time, the 68th Greatest Love Story Of All Time, and it came in at #58 on the Writers Guild of America’s list of the 101 Funniest Screenplays. This is one funny movie.


“What's Up, Doc?”

The film begins with the written words, “Once upon a time there was a plaid overnight case…”, letting us know from the start that this is going to be more fairytale than reality. In fact, “What’s Up, Doc?” was a throwback to the romantic screwball comedies of the 1930s - a genre that produced many classic films before pretty much disappearing in the early 1940s. As with most screwball comedies, the action is driven by a female character, has a somewhat emasculated leading male, farcical situations, and fast paced dialogue. The plot is a loose remake of the 1938 all-time screwball classic “Bringing Up Baby”, which also revolves around a screwy gal pursuing an engaged mild-mannered professor who is hoping to win a financial grant. There is even a direct homage to “Bringing Up Baby” when “Judy” rips “Howard’s” jacket. Other than that, “What’s Up, Doc?” becomes its own film with its own glorious array of uniquely eccentric characters.


“What’s Up, Doc?”

At the center of "What's Up, Doc's?" madness is "Judy Maxwell", a woman whom trouble follows wherever she goes. She sets her sights on "Howard Bannister", a ditzy musicologist who has a theory about early man’s musical relationship to igneous rock formations (that's already funny). Inconsequential to "Judy", "Howard" is engaged to be married to the domineering "Eunice Burns". "Judy" and "Howard" happen to each have an identical plaid overnight cases (hers filled with clothes and a dictionary, and his with his igneous rocks), and they and their cases somehow end up on the 17th floor of the San Francisco Bristol Hotel, alongside "Mr. Smith's" identical case filled with Top Secrets documents, and "Mrs. Van Hoskins'" fourth indistinguishable case filled with her precious jewels. All of this is a set up for bag mix ups, larcenies, people in and out of rooms, doors slamming shut, and arguably the funniest car chase ever filmed - all while "Judy" pursues "Howard". I'm told if you see the film enough times you can figure out where each bag goes, but because the humor is so powerfully distracting, I've yet to accomplish that. But never fear, the film is not about the bags. It is a farcical fun time and a girl-tries-to-win boy romance at heart.


"What's Up, Doc?"

The hotel’s exterior, lobby, and scene in the upper floor construction site were all shot at the San Francisco Hilton Hotel, and the hallways, hotel rooms, and banquet room were all shot on sets at Warner Brothers Studios. The approximately ten minute car chase was filmed on the streets of San Francisco (and the chase alone cost a quarter of the film’s total budget). Filled with exceptional gags, stunts, the unexpected, and major belly laughs, it has become one of cinema's iconic car chases (and its funniest). Twenty eight stunt people were used in the film, and "What's Up, Doc?" is recognized as being the first American film to list stunt people in a film’s end credits.


“What’s Up, Doc?”

“What’s Up, Doc?” was produced and directed by Peter Bogdanovich, one of Hollywood’s hottest directors at the time. His work here is spectacular, as he expertly allows the comedy to unfold, using countless lingering shots in which people and action go in and out of frame before cutting to another shot. It is similar to how the comedy of silent film giants Buster Keaton and Harold Lloyd was shot - though Bogdanovich often uses flowing camera movement within a shot. You can see it from the start, by the way he introduces the bags and the characters. An early film buff, Bogdanovich infused “What’s Up, Doc?” with classic film references - from displaying the opening credits in a book, to showing cast members at the end of the film (both used in films of the 1930s and 1940s). There are references to Bugs Bunny, “Casablanca”, “Bullitt”, Buster Keaton, and more. Years later Bogdanovich said it was the most fun he ever had making a movie in his entire career.


Peter Bogdanovich

After studying acting at the Stella Adler Conservatory in New York City and appearing on stage, Peter Bogdanovich became a film essayist. Following the example of film critic-turned-director François Truffaut, he too decided to become a director. With determination, heaps of confidence, and a favorable reputation as a writer, he moved with his wife Polly Platt to Los Angeles, intent on directing. He soon met film producer/director Roger Corman who hired him to direct the 1968 films “Targets” and "Voyage to the Planet of Prehistoric Women”, from which Bogdanovich gained invaluable hands-on filmmaking experience (collaborating with his wife on both). He also directed two documentaries - one on film director Howard Hawks and the other on film director John Ford. He directed, co-wrote and edited his next film, “The Last Picture Show” (considered a landmark), which made him a sensation. It was nominated for eight Academy Awards including Best Picture, and earned Best Director and Adapted Screenplay nominations for Bogdanovich (his only nominations to date). He fell in love with the film’s star, newcomer Cybill Shepherd, which ended his marriage to Platt (though she would work with him as production designer on “What’s Up, Doc?” and a couple more of his films). He and Shepherd were together eight years, and she appeared in four more of his films. Bogdanovich was now Hollywood’s new "Boy Wonder". His next film was “What’s Up, Doc?”, followed by the successful and critically acclaimed, "Paper Moon”. These three films established him as a top director and a force in what is referred to as the New American Wave of cinema (from the mid 1960s until the early 1980s), which included other directors such as Arthur Penn, William Friedkin, Steven Spielberg, Sam Peckinpah, George Roy Hill, Woody Allen, and Robert Altman. “Paper Moon” was followed by a string of unsuccessful films. After his relationship with Shepherd, he fell in love with former Playboy centerfold Dorothy Stratten, who he cast in his 1981 film, “They All Laughed”. Shortly after she secretly moved in with Bogdanovich, Stratten’s ex-husband murdered her and then committed suicide (which was the basis for the 1983 biopic "Star 80"). She was twenty years old. Bogdanovich was destroyed. He took over distribution of “They All Laughed”, which was a failure, and declared bankruptcy in 1985. He also took a four year break from filmmaking. In 1988 he married Stratten’s twenty-year old sister Louise, which lasted until 2001. In the 1990s he began directing some television shows, including an episode of “The Sopranos”. Though he directed some other good films, he never regained the heights he hit at the time of “What’s Up, Doc?”. Some of his other films include "Mask", "Texasville", "Noises Off...", and "The Cat's Meow”. His final directing venture to date was the 2018 documentary about Buster Keaton, “The Great Buster”. He was married and divorced twice, with two children from his marriage with Platt. As of the writing of this post, Peter Bogdanovich is 81 years old.


"What's Up, Doc?"
Buck Henry

Bogdanovich worked on the script with Robert Benton and David Newman, and then sent it to Buck Henry. Henry made considerable rewrites - changing some of the plot, adding jokes, giving texture, and adding a fourth plaid overnight case. The dialogue in “What’s Up, Doc?” is a return to the quick and witty wisecracks of the screwball comedies of the 1930s, beginning when “Eunice” rattles off commands to "Howard" at the airpot while getting in a cab. “Howard” repeatedly answers “Yes Eunice”, and when she tells the porter to put the bags in the cab, the porter also answers, “Yes Eunice”. The brilliant script is written to perfection, even using the hills of San Francisco for full comedic effect. Buck Henry is one of my favorite writers, and among his writing credits are "The Graduate” (for which he received a Best Adapted Screenplay Oscar nomination), "Heaven Can Wait", "Catch-22", Barbra Streisand’s previous film “The Owl and the Pussycat” (which I love), and the classic 1960s TV series, “Get Smart” (which he co-created with Mel Brooks). Henry was also an actor, and directed two features (including “Heaven Can Wait” for which he received a Best Director Oscar nomination). He was married twice. Buck Henry died in 2020 at the age of 89.


"What's Up, Doc?"
Barbra Streisand

Barbra Streisand stars as the free spirited and daffy “Judy Maxwell”. She’s a mix of chaos and determination, and Streisand makes her completely endearing. Watch her precise delivery while flawlessly spouting joke after joke - particularly in the banquet sequence. Her comic timing is at its quickest and best. Even her physicality is funny - the way she holds her body as she goes to retrieve the room service meal she artfully ordered, only to see it swiped by “Mr. Smith”. Streisand shows a softer side in this film, and it definitely ranks among her best performances. One of moviedom’s top stars at the time, she was privy to a private screening of “The Last Picture Show” before its release and immediately wanted to work with Bogdanovich. After appearing in four comedies (three with music), she wanted to appear in a drama. When Bogdanovich was approached and asked what type of film he wanted to make with her, he suggested a comedy in the vein of “Bringing Up Baby”. She gave in with the condition that Ryan O’Neal play the male lead (the two had previously dated), and thus began the journey of “What’s Up, Doc?”. The film has no music score, though it begins and ends with Streisand singing the Cole Porter standard, “You’re the Top” (in duet with O’Neal at the film’s end). There is also a magical scene in which “Judy” mimics Humphrey Bogart in “Casablanca”, and proceeds to sing that film’s classic tune, “As Time Goes By”. Streisand sings live in the scene (it was not prerecorded or dubbed), and even with only one verse, her voice is spellbinding. She finally made a drama with her next film, “Up the Sandbox”, which was followed by the classic drama, “The Way We Were” in 1973 (for which she earned her second Best Actress Academy Award nomination - her first being an Oscar win for “Funny Girl”). You can read more about the life and career of Barbra Streisand in my “Funny Girl” post.


"What's Up, Doc?"

Ryan O'Neal stars as “Howard Bannister”, the nerdy, uptight musicologist. O'Neal gives “Howard” a deadpan demeanor that is both playful and charming. Just watch him in the pharmacy scene with “Judy”. While being funny, there’s a charismatic sweetness that is enchanting. His expression while falling in love with “Judy” as the two sing “As Time Goes By” is filled with sublime subtleties. At the time of “What’s Up, Doc?”, O’Neal was at the height of his career and popularity. This was his first comedy, and he is downright funny.


Ryan O'Neal

Ryan O’Neal began his career on television, beginning in 1960 with his guest starring role on “The Many Loves of Dobie Gillis”. After many more TV appearances (including a lead on the TV western, “Empire”), his big break came in 1964, as one of the leads in TV’s first prime time soap opera, “Peyton Place”, which made him a household name. His first film was the lead in 1969’s, “The Big Bounce”, and in 1970 he appeared in the classic tearjerker, “Love Story”, which became a gigantic hit, made him a movie star, and earned him his only Best Actor Academy Award nomination to date. “What’s Up, Doc?” came two films later, securing his star status, and then Bogdanovich’s critically acclaimed “Paper Moon” in 1973, in which he appeared opposite his daughter, Tatum O’Neal (who won an Oscar for the film). He was now one of the most popular male stars of the time. His next film was the title role in Stanley Kubrick’s “Barry Lyndon” in 1975, which was the first of a string of box-office disappointments (which included Bogdanovich's, “Nickelodeon” in 1976). In 1979 he reunited with Streisand in the 1979 romantic comedy hit, “The Main Event” in which he played a boxer (and O’Neal had been an outstanding Golden Gloves amateur boxer as a teenager, with a solid boxing record of 12 wins and 4 losses with 13 knockouts). After that, he mostly appeared in lukewarm to inferior films, and went back to television beginning in the late 1980s. His films include “Irreconcilable Differences”, "Chances Are”, and “Partners”. In 1978 he began a famous relationship with Farrah Fawcett, with whom he had a child. With accusations of physical abuse, the two split in 1997, reuniting in 2001 until her death in 2009. They appeared in a few television shows and movies together, beginning with the TV miniseries, “Small Sacrifices” in 1989. His final appearance to date was as the recurring "Max Keenan" in the TV Series "Bones". He was married and divorced twice, first to actress Joanna Moore (with whom he had two children - actress Tatum and actor Griffin O’Neal), and to actress Leigh Taylor-Young (with whom he had a son - actor and sports host Patrick O’Neal). He was estranged from all three children for several years, later reconnecting with them. A known womanizer, he reportedly had affairs with many of his co-stars and other actresses. O’Neal’s brother Kevin and mother Patricia, both appear in “What’s Up, Doc?”. Kevin plays the delivery guy who’s bicycle “Howard” and “Judy” steal, and Patricia is seated next to “Judy” wearing headphones on the airplane. As of the writing of this post, O’Neal recently turned 80 years old.


“What’s Up, Doc?”

How do you define comedic genius? Watch any clip of Madeline Kahn as “Eunice Burns” from “What’s Up, Doc?”, and you’ll have your definition. As “Howard’s” boisterous and pushy fiancée, Kahn practically steals every scene in which she appears (which is no small feat with this amazing cast), as she creates a fully rounded, magnetizing, and entertaining character. The way some great comedians use facial expressions or physicality, Kahn uses her sweeping voice with its myriad of inflections. Emitting a full gamut of humor and emotions from the quietest little grunt to the most piercing shriek, she has the ability to make any word or sentence funny (her line while on the phone to "Howard", "I'm coming in!", and its inflection has long become a catchphrase in my household). But the quality that makes her so masterful is how she infuses all the comedy with a truthful vulnerability. This is glaringly evident in the scene where she mistakenly goes to “459 Dirello Street”. You can’t help but simultaneously laugh and worry for her. If you watch dubbed American films, watch this one with subtitles or you will certainly miss the depth of Kahn’s performance.


Madeline Kahn

Born to an aspiring actress, Madeline Kahn followed in her mother’s footsteps at an early age, beginning her career while in high school. She started singing opera, performing on stage, and appearing in musical theater. In an example of how our perceived weaknesses are often our strengths, she was told her childlike voice would get in the way of a professional acting career. Because of this, in addition to her acting and singing, in college she majored in speech therapy, for which she earned her degree. In 1969, she made her Broadway debut in “Leonard Sillman's New Faces of 1968”, and continued to appear on Broadway throughout her career. After appearing in the 1968 short film "De Düva: The Dove”, Bogdanovich discovered her for “What’s Up, Doc?”, casting her without an audition, as he thought she was one of the funniest people he ever met who didn’t know they were funny. He hired her again for her second feature film, “Paper Moon”, in which she played the stripper, "Trixie Delight”, for which she earned a Best Supporting Actress Academy Award nomination. That part combined her zaniness with a sexy edge - a combination put to ultimate use by director Mel Brooks beginning with the 1974 western spoof, “Blazing Saddles”. In it she plays “Lili Von Shtupp” (and does an homage to the singing of Marlene Dietrich), and it earned her a second (and final) Best Supporting Actress Oscar nomination. Brooks cast her in three additional films (“Young Frankenstein”, “High Anxiety”, and “History of the World, Part I”), and today she is best remembered for her work in his films. She appeared in another Bogdanovich film, the 1975 musical “At Long Last Love”. In the 1980s her film career faltered a bit, and Kahn turned mostly to television. In addition to guest spots, she was given her own TV series, "Oh Madeline”, which only lasted one season. She had recurring roles on "Mr. President", "New York News", and what would be her final role, as the neighbor on “Cosby”. Her other notable films include "The Cheap Detective", "The Muppet Movie", "Nixon", and "The Adventure of Sherlock Holmes' Smarter Brother". Kahn also voiced the animated characters of "Draggle" in "My Little Pony: The Movie", “Gussie Mausheimer” in "An American Tail", and “Gypsy" in "A Bug's Life". For her Broadway work she earned four Tony nominations, winning a Tony Award for “The Sisters Rosensweig” in 1993, and in 2003 was inducted into the American Theatre Hall of Fame. Her one marriage was to her long-term boyfriend just two months before she died. Madeline Kahn died in 1999 at the age of 57 from ovarian cancer.


"What's Up, Doc?"

As I’ve mentioned many times before (most recently in my “Rebecca” post), a top notch supporting cast can add unmeasurable depth and color, and help make the world within a film seem fully rounded and real. Reminiscent of older classic films, “What’s Up, Doc?” is filled with superb character actors in roles ranging from one line to larger supporting roles, such as “Fritz”. I’d love to point out everyone, but being so numerous, I’ll very briefly discuss a handful.


Kenneth Mars

Kenneth Mars is a genuine delight as “Hugh Simon”, “Howard's” rival for the $20,000 Larrabee Grant. Mars is able to generate joyous laughter while playing a conniving, aggressive, and dishonest man. With his swinging hair and accent seemingly from nowhere (supposedly Croatian), he is simply hysterical. The way in which “Hugh” greets “Mr. Larrabee” is a standout, as is “Hugh’s” exit at the airport. A very prolific actor, Kenneth Mars appeared in well over 200 films and (primarily) TV shows. He had a gift for comedy and a flair for exaggerated accents. In addition to “What’s Up, Doc?”, he is best known for his appearance in two Mel Brooks films (as the German “Franz Liebkind” in “The Producers”, and "Inspector Kemp” in “Young Frankenstein”). Some of his other notable films include "Butch Cassidy and the Sundance Kid", "The Apple Dumpling Gang Rides Again", "Night Moves", "The Parallax View", two Woody Allen films (“Radio Days” and “Shadows and Fog”), and as the voice of “Triton” in Walt Disney’s animated, “The Little Mermaid”. He was married once. Kenneth Mars died in 2011 at the age of 75.


Austin Pendleton

Austin Pendleton plays the straight man “Frederick Larrabee” to all the zaniness. In contrast to the other extreme characters, the way Pendleton is right on the money as he interacts with everyone - especially how he falls for “Judy” (thinking she’s “Eunice”), and the way he keeps referring to the real “Eunice” as an “unbalanced woman". Austin Pendleton is another prolific character actor, with close to 150 film and television credits to date, as well as extensive credits as an actor and director on and off Broadway. Among his notable films are "The Muppet Movie", "A Beautiful Mind", "Catch-22", "My Cousin Vinny", "Searching for Bobby Fischer", "The Front Page", and as the voice of "Gurgle" in the Walt Disney animated film, "Finding Nemo”. He has currently been married for over forty years. As of the writing of this post, Austin Pendleton is 81 years old.

Michael Murphy

Adding intrigue to this cast of wacky characters by trying to make some Top Secret paper public, Michael Murphy splendidly plays the mysterious “Mr. Smith”. Murphy is a character actor with well over 100 film and TV credits, who continues to appear in many supporting roles from 1963 through today. He appeared in about a dozen films and TV shows directed by Robert Altman, including "Nashville", "M*A*S*H", "Brewster McCloud", "McCabe & Mrs. Miller ", and the lead in the TV Series "Tanner on Tanner”. Murphy’s other notable films include "Manhattan", "The Year of Living Dangerously", "Batman Returns", "Magnolia", "Away from Her”, “Fall”, and one of his best roles, as Jill Clayburgh’s husband in “An Unmarried Woman”. He was married and divorced once. As of the writing of this entry, Michael Murphy is 83 years old.


Mabel Albertson

Mabel Albertson plays the haughty “Mrs. Van Hoskins”, the woman with the jewels. Albertson does a wonderful job, and how she announces her jewels are missing is riotous. A character actress with just over 100 film and TV credits, “What’s Up, Doc?” came late in her career, and was her final film. Mostly appearing on television, she is perhaps best known for playing “Darrin’s” mother in the classic TV series, “Bewitched”. Among her notable films are “The Long, Hot Summer”, "Barefoot in the Park", "Period of Adjustment”, and “On a Clear Day You Can See Forever” (also with Streisand). Albertson was the sister of actor Jack Albertson, who I wrote about in “The Poseidon Adventure”. She was married twice, and at the time of “What’s Up, Doc?”, was the mother-in-law of actress Cloris Leachman. Mabel Albertson died in 1982 at the age of 81.


Liam Dunn

Liam Dunn is hilarious as “Judge Maxwell”, a man with many ailments, surrounded by chaos, who craves peace and quiet. He appears in one of the film’s funniest scenes, with some of the best and snappiest dialogue in the script. At one point, when “Judge Maxwell” is completely confused and about to lose it, he pulls out two metal balls in an homage to the Humphrey Bogart character in “The Caine Mutiny” (whose similar metal balls were used to signify his mental problems). Working extensively on television, Dunn began his career in 1947, working right up until his death. He appeared in three Mel Brooks films ("Blazing Saddles”, “Young Frankenstein” and “Silent Movie”) and several Walt Disney films which include “The World's Greatest Athlete” and “Herbie Rides Again” . He also appeared in practically every classic TV sitcom in the 1970s, including “All in the Family”, ”Rhoda”, “Sanford and Son”, “The Mary Tyler Moore Show”, and "The Partridge Family”. He never married. Liam Dunn died in 1976 at the age of 59.


"What's Up, Doc?"

Also making early career appearances are John Hillerman as the “Hotel Manager”, Randy Quaid as musicologist “Professor Hosquith Kaltenborn”, and M. Emmet Walsh as the “Arresting Officer” in the courtroom scene.


"What's Up, Doc?"

If you need cheering up or just want to laugh, this film is prime viewing. It will transport you to an over-the-top comical world that still has heart and soul. Enjoy the irresistibly infectious, “What’s Up, Doc?”!



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TO READ AFTER VIEWING (contains spoilers):



"What's Up, Doc?"

The end of the car chase shows many characters swimming in San Francisco Bay, except for “Howard” and “Judy” who are floating in a Volkswagen Beetle. This was a parody of Volkswagen’s claim at the time that it floated. According to Bogdanovich, in reality the car immediately sank to the bottom of the bay, and it was a close call for its stunt driver.


"What's Up, Doc?"

The very last lines of the film are a humorous stab at Ryan O’Neal. He was a top star at the time primarily because of the success of the 1970 film “Love Story”. The most famous line in that film was, "Love means never having to say you're sorry”, said to his character by his co-star, Ali MacGraw. Here “Judy” says it to “Howard”, who replies, “That's the dumbest thing I've ever heard”.