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What's Up, Doc? is a 1972 American romantic screwball comedy film released by Warner Bros., directed by Peter Bogdanovich and starring Barbra Streisand, Ryan O'Neal, and Madeline Kahn. It is intended to pay homage to comedy films of the 1930s, especially Bringing Up Baby,[2] and Warner Bros. Bugs Bunny cartoons.

What's Up, Doc?
What's Up Doc poster.jpg
Theatrical release poster
Directed byPeter Bogdanovich
Produced byPeter Bogdanovich
Written byPeter Bogdanovich
Buck Henry
David Newman
Robert Benton
StarringBarbra Streisand
Ryan O'Neal
Kenneth Mars
Austin Pendleton
Sorrell Booke
Michael Murphy
Madeline Kahn
Music byArtie Butler (uncredited)
CinematographyLaszlo Kovacs
Edited byVerna Fields
Distributed byWarner Bros.
Release date
  • March 10, 1972 (1972-03-10)
Running time
94 minutes
CountryUnited States
Budget$4 million
Box office$66 million[1]

What's Up, Doc? was a success, and became the third-highest grossing film of 1972. It won the Writers Guild of America 1973 "Best Comedy Written Directly for the Screen" award for Buck Henry, David Newman and Robert Benton. What's Up, Doc? was ranked number 61 on the list of the 100 greatest American comedies published by the American Film Institute (AFI),[3] number 68 on the AFI's list of 100 greatest love stories in American cinema, and number 58 on the list of the WGA's 101 Funniest Screenplays published by the Writers Guild of America.[4] The film was very loosely based on the novel A Glimpse of Tiger by Herman Raucher.[5]



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

  • The first bag belongs to the mysterious "Mr. Smith" and contains top-secret government papers. There is at least some indication that he has them illegally and wishes to make them public, as a whistleblower. The equally mysterious "Mr. Jones" identifies himself as from the government, and is on a mission to recover the documents.
  • The second bag belongs to Dr. Howard Bannister, and is filled with igneous "tambula" rocks that have certain musical properties. Bannister, a musicologist from the Iowa Conservatory of Music, and his tightly wound, overbearing fiancée, Eunice Burns, have come to San Francisco to obtain a grant offered by Frederick Larrabee. Howard, who struggles to be patient with Eunice, has a theory that ancient man may have used rocks to create music. Howard's rival for the grant is the ethically challenged, dubiously-accented Hugh Simon, who is apparently from Yugoslavia but seems to be doing work in Western Europe.
  • The third bag belongs to Judy Maxwell and is filled with her clothing and a large dictionary. 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 fourth bag belongs to Mrs. Van Hoskins, a rich woman who is using it to store her sizable collection of valuable jewels.

Howard, Eunice, Mrs. Van Hoskins, and Mr. Smith all check into the Hotel Bristol at the same time. Judy, trying to score a free meal, lodges herself there without paying, notices Howard and begins pursuing him (to his bewilderment). Two hotel employees, Harry and Fritz, attempt to steal the jewels, while Mr. Jones attempts to retrieve Smith's bag. Over the course of the evening, the bags get switched haphazardly from room to room as the four parties unwittingly take one another's suitcases. Howard ends up with the jewels, Judy with the documents, Mr. Smith with the clothes, and the thieves with the rocks.

Meanwhile, Judy uses her humor, charm and academic knowledge to secure the grant for Howard, while masquerading as Eunice at the musicologists banquet hosted by Larrabee. She then indirectly contributes to the destruction of Howard's hotel room (after Howard finds her taking a bath in his tub, and Eunice suddenly appears). The following day (after Howard and Judy share a romantic moment), everyone makes their way to a party at Larrabee's upscale Victorian home, where a major fight scene occurs involving guns, furnishings and pies.

Howard and Judy take all the bags and flee through San Francisco, first on a delivery bike, and then in a decorated Volkswagen Beetle stolen from a wedding party, pursued by the thieves, Mr. Smith, Mr. Jones, Eunice, Simon, Larrabee and a few roped-in bystanders. They go through Chinatown disrupting a parade, down winding Lombard Street, through wet cement, through a panel of glass, and eventually into San Francisco Bay at the ferry landing, after causing several collisions.

All the protagonists finally end up in court, under the gavel of the world-weary, medication-dependent and curmudgeonly Judge Maxwell who, improbably, turns out to be Judy's father. At the shock of seeing his daughter in the middle of the trouble (she was hiding in a blanket during the proceeding), he collapses along with his desk.

In the end, everything is cleared up: Howard gets his rocks back, Mrs. Van Hoskins pays the considerable damages in Howard's name with the reward money he would have received for the return of her jewels, the hotel thieves are forced to flee the country and the papers are put back in the hands of the government. Judy exposes Simon as a fraud and plagiarist, thus getting Howard the grant. Eunice leaves Howard for Larrabee, and Judy announces she is making one more attempt at college, studying Music History at the Iowa Conservatory of Music with Bannister as her professor. Howard and Judy proclaim their love for one another, sharing an airborne kiss while their in-flight movie is the Bugs Bunny cartoon that gave the film its name.



John Calley, who was then head of production, called me into his office and said: "Look, Barbra really wants to work with you. If you were going to make a picture with Barbra Streisand, what kind of picture would you do?" I said: "Oh, I don't know, kind of a screwball comedy, something like Bringing Up Baby: daffy girl, square professor, everything works out all right." He said, "Do it."

— Peter Bogdanovich, to Gregg Kilday[7]

So we had to work fast on the script. Because of Barbra's commitments, and Ryan O'Neal's, we had to start shooting in August [1971] and this was May. We got a script done with two different sets of writers—first, Robert Benton and David Newman who did Bonnie and Clyde, and then Buck Henry. Both of them went through three drafts. So there was quite a bit of work.

— Peter Bogdanovich, to Gordon Gow.[8]


The opening and ending scenes were filmed at the San Francisco International Airport (SFO) in the South Terminal (now Terminal 1). The opening scene was filmed in the downstairs TWA Baggage Claim area, and the next to last scene was filmed in the upstairs departure area beneath the arrival/departure board and at the flight insurance counter.

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

The exterior of the hotel, where Streisand is hanging from a ledge, was shot in Westwood, Los Angeles.

The San Francisco[9] setting was chosen to allow an elaborate comic spoof of the San Francisco car chase in the hit 1968 film Bullitt.[10] Bogdanovich claims the rousing chase sequence accounted for one-fourth of the film's $4 million budget.[11] The classic "plate glass" scene, in which O'Neal and Streisand are pedaling on a stolen grocery store delivery bicycle, was filmed at Balboa and 23rd Avenue in the Richmond District. In another scene, their out of control bike goes down Clay Street in Chinatown. The Volkswagen Beetle is stolen from the curb in front of Saint Peter and Paul Church at Washington Square Park, and the Beetle hides on a car carrier on Sacramento St. just west of Van Ness Avenue, in an area where many car dealerships were once located (Van Ness was San Francisco's "Auto Row"). The production did not have 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 foundering in San Francisco Bay—except O'Neal and Streisand, comfortably afloat in their Volkswagen Beetle. During the making of this scene, the actor Sorrell Booke almost drowned in the Bay.[citation needed]

The final scene on board a TWA Boeing 707 shows O'Neal looking out the righthand window showing the Marina District and the Embarcadero Freeway.


Although What's Up, Doc? is not a musical, it contains 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.

Funiculì, Funiculà” is whistled by the Streisand character as she crosses the street, following the pizza delivery man, into the Bristol Hotel before the first hotel lobby scene.

About two-thirds of the way into the film, Howard accompanies Judy at a piano (on a floor of the Hotel Bristol apparently under construction or renovation) 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....he walks into mine. Play it, Sam."

Musical in-jokes appear throughout the film. Over-the-top Muzak-styled elevator music featuring Cole Porter's songs is used throughout the hotel elevator scenes. In the chase scene, a Chinese marching band is inexplicably playing the Mexican tune "La Cucaracha" (although, in certain prints, it sounds more like "Deep in the Heart of Texas") on German glockenspiels. At the American Musicologists' banquet, themes from Thoinot Arbeau's Orchésographie can be heard in the background, incongruously played on a Hammond organ and a sitar.

George Gershwin's "Someone to Watch over Me" is whistled by Streisand outside the hotel drug store.

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. Instrumental versions of "Please Don't Talk About Me When I'm Gone", an old Tin Pan Alley hit which had appeared in Looney Tunes cartoon One Froggy Evening, are background music during the opening scene in the airport.

However, as with Bringing Up Baby, all the music is diegetic—there is no underscoring anywhere in the film.


As of October 2018, the film held a "Certified Fresh" rating of 90% on Rotten Tomatoes based on 40 reviews, with the consensus: "Barbra Streisand was never more likable than in this energetic, often hilarious screwball farce from director Peter Bogdanovich."[12]

In his review of What's up Doc, Critic John Simon said of Barbra Streisand: 'looks like a cross between an aardvark and an albino rat surmounted by a platinum-coated horse bun'. Simon called What's Up Doc a heavy handed attempt at nostalgia.[13]

Box officeEdit

In North America, the movie grossed $66,000,000[1] against a budget of $4 million.[11] It became the 3rd highest grossing film of the year, ranking behind The Godfather and The Poseidon Adventure.

The film was re-released in the United States in 1973 and earned an additional $3 million in theatrical rentals[14] and in 1975 earning an additional $6 million.[15]


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. Madeline Kahn was nominated for the Golden Globe Award for New Star of the Year – Actress.[16] The film is recognized by American Film Institute in these lists:

Home mediaEdit

What's Up, Doc? was originally released on VHS in 1982.

As part of a collectors' box set of Streisand's films, it was released on DVD in July 2003 and then on Blu-ray in August 2010.

See alsoEdit


  1. ^ a b "Box Office Information for What's Up, Doc?". Box Office Mojo. Retrieved January 21, 2012.
  2. ^ Peter Bogdanovich's commentary on the Bringing Up Baby DVD
  3. ^ "100_Greatest_Comedies_of_the_20th_Century" (PDF). Retrieved 2015-12-07.
  4. ^ "101 Funniest Screenplays". Retrieved November 11, 2015.
  5. ^
  6. ^ "What's Up, Doc? (1972)" – via
  7. ^ Kilday, Gregg (April 19, 2013). "Peter Bogdanovich on Barbra Streisand: 'Funny, Cute and Kind of a Wiseass'". The Hollywood Reporter. Retrieved April 16, 2019.
  8. ^ Howe, Matt. "What's Up Doc? (1972)". Retrieved 23 July 2018.
  9. ^
  10. ^ Iskowitz, Mark (30 August 2003). "What's Up, Doc? DVD in Stores July 1, 2003". Archived from the original on November 9, 2007. Retrieved November 13, 2007.
  11. ^ a b Dancis, Bruce (11 August 2010). "Screwball Comedy Is Revisited in This Sparking Blu-Ray Version of What's Up, Doc?". PopMatters. Retrieved May 17, 2014.
  12. ^
  13. ^ Simon, John (1982). Reverse Angle: A Decade of American Film. Crown Publishers Inc. p. 70.
  14. ^ "Big Rental Films of 1973". Variety. 9 January 1974. p. 19.
  15. ^ "Big Rental Films of 1975". Variety. 7 January 1976. p. 14.
  16. ^ "Winners & Nominees New Star Of The Year". Hollywood Foreign Press Association. Retrieved 2017-01-30.
  17. ^ "AFI's 100 Years...100 Laughs" (PDF). American Film Institute. Retrieved 2016-08-07.
  18. ^ "AFI's 100 Years...100 Passions" (PDF). American Film Institute. Retrieved 2016-08-07.

External linksEdit