What's Up, Doc? (1972 film)

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What's Up, Doc?
What's Up Doc poster.jpg
What's Up, Doc? poster
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
Austin Pendleton
Michael Murphy
Kenneth Mars
Music by Artie Butler (uncredited)
Cinematography Laszlo Kovacs
Edited by Verna Fields
Distributed by Warner Bros.
Release date
  • March 10, 1972 (1972-03-10)
Running time
94 minutes
Country United States
Language English
Budget $4 million
Box office $66 million[1]

What's Up, Doc? is a 1972 American screwball comedy film released by Warner Bros., directed by Peter Bogdanovich and starring Barbra Streisand, Ryan O'Neal, and Madeline Kahn in her first feature film role (for which she was nominated for a Golden Globe). It was intended to pay homage to comedy films of the 1930s, especially Bringing Up Baby,[2] as well as Warner Bros. Bugs Bunny cartoons (another Warner Bros. character).

The film was a success, 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 ranked number 61 on the list of the 100 greatest American comedies published by the American Film Institute (AFI),[3] and ranked number 68 on the AFI's list of 100 greatest love stories in American cinema. It was also ranked 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, which is ironic in light of its WGA award.[5] The film was originally slated for release on December 13, 1970 by Metro-Goldwyn-Mayer but was indefinitely shelved due to ongoing financial difficulties. In 1971, Warner Bros. picked up the distribution rights. After over a year of delay, the film premiered on March 10, 1972.


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., 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 apparently is from Yugoslavia (Croatia) but seems to be doing work in Western Europe.
  • The second bag belongs to Judy Maxwell and is filled with her clothes—including underwear—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 third bag belongs to Mrs. Van Hoskins, a rich woman who is using it to store her valuable jewels.
  • The fourth and last overnight 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 of sorts (Daniel Ellsberg, of Pentagon Papers fame, was a prominent figure in the news during this era.)). The equally mysterious "Mr. Jones" identifies himself as from the government, and is on a mission to recover the documents.

Howard, Eunice, Mrs. Van Hoskins, and Mr. Smith all happen to check into the Hotel Bristol at the same time, whereupon 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 belonging to Mrs. Van Hoskins (and deliver them to three mean-looking thieves based in a rickety hideout on the waterfront), while Mr. Jones attempts to get the bag belonging to Mr. Smith. 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. Without realizing it, Howard ends up with the jewels, Judy with the documents, Mr. Smith with the clothes, and the thieves with the rocks. Meanwhile, Judy manages to use her humor, charm and academic knowledge to secure the grant for Howard while masquerading as Eunice (at the College of Musicologists banquet in the hotel ballroom, hosted by Larrabee), and then indirectly contributes to the destruction of Howard's hotel room (after Howard, to his shock, finds her taking a bath in his tub). The following day (after Howard and Judy share a romantic moment on a floor of the hotel under renovation), everyone makes their way to Larrabee's upscale Victorian home (filled with expensive modern art), where a major fight scene occurs (and the modern art, along with serving trays and vegetable dip, is used to hit people and knock them over). Howard and Judy take all the bags and flee through San Francisco, first on a delivery bike, and then in a Volkswagen stolen from a wedding party, pursued by the thieves, Mr. Smith, Mr. Jones, Eunice, Simon (covered in vegetable dip), Larrabee and a few roped-in bystanders. They go through Chinatown, down Lombard Street, and eventually into San Francisco Bay. All the protagonists finally end up in court, under the gavel of the world-weary, medication-addicted 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's been 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 (who apparently tolerates her tightly wound personality better than Howard did), and Judy announces she is taking one more attempt at college, studying Music History at the Iowa Conservatory of Music with Dr. Bannister as her professor. The film ends on a suitably romantic (and silly) note as 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.


Several actors who later appeared in Mel Brooks films appear in this film, including Madeline Kahn (Blazing Saddles, Young Frankenstein, High Anxiety, History of the World Part I), Kenneth Mars (The Producers, Young Frankenstein), Liam Dunn (Blazing Saddles, Young Frankenstein, Silent Movie), and John Hillerman (Blazing Saddles).


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. 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 setting was chosen to allow an elaborate comic spoof of the San Francisco car chase in the hit 1968 movie Bullitt.[6] Bogdanovich claims the rousing chase sequence accounted for one-fourth of the film's $4 million budget.[7][8] 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 ends up going 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. This was a play on Volkswagen print and TV ads from a few years earlier that championed the Beetle's remarkable (and real) ability to float on water. 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 (now demolished) 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.

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 abound 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" 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.

Box office[edit]

In North America, the movie was a massive commercial success, grossing $66,000,000[1] against a budget of $4 million.[7][8] It became the 3rd highest grossing film of the year, ranking behind The Godfather and The Poseidon Adventure.

The film was re-released in North America in 1973 and earned an additional $3 million in theatrical rentals.[9]


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 nominated the Golden Globe Award for New Star of the Year – Actress.[10] The film is recognized by American Film Institute in these lists:

Home video/Blu-ray release[edit]

What's Up, Doc? was originally released on VHS in 1982 and made $28,500,000 in video rentals.

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

See also[edit]


  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). wfblibrary.org. Retrieved 2015-12-07. 
  4. ^ "101 Funniest Screenplays". Offbroadway.broadwayworld.com. Retrieved November 11, 2015. 
  5. ^ https://hidden-films.com/2014/11/09/the-little-movie-that-couldnt-an-oral-history-of-elliott-goulds-never-completed-a-glimpse-of-tiger/
  6. ^ Iskowitz, Mark (30 August 2003). "What's Up, Doc? DVD in Stores July 1, 2003". bjsmusic.com. Archived from the original on November 9, 2007. Retrieved November 13, 2007. 
  7. ^ 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. 
  8. ^ a b Trivia for What's Up, Doc? at IMDb. Retrieved May 17, 2014.
  9. ^ "Big Rental Films of 1973", Variety, 9 January 1974, pg 19.
  10. ^ "Winners & Nominees New Star Of The Year". Hollywood Foreign Press Association. Retrieved 2017-01-30. 
  11. ^ "AFI's 100 Years...100 Laughs" (PDF). American Film Institute. Retrieved 2016-08-07. 
  12. ^ "AFI's 100 Years...100 Passions" (PDF). American Film Institute. Retrieved 2016-08-07. 

External links[edit]