Classic Film Review: Streisand, O’Neal and Bogdanovich go Looney Tunes Madcap — “What’s Up, Doc?” (1972)

A handful of great filmmakers came to the movies as genuine cinema buffs. Truffaut to Tarantino, Godard and Schrader, Peter Bogdanovich to Park Chan Wook all were film fanatics, some even critics who found a path from taking notes and passing judgment in the dark to sitting behind the camera, waiting to be criticized.

Bogdanovich, who died in 2022, was the quintessential film nerd turned filmmaker. Like Tarantino, he tried to make movies that were an homage to the films and filmgoing of his youth. Unlike Tarantino, who famously cut his teeth on movies working in a porn theater and later in a down market video store, Bogdanovich embraced acknowledged cinema classics — genre works from the Great Masters.

He got his start, like many, working for Roger Corman. And “Targets” became an homage to Corman’s style and make-thrillers-on-the-cheap ethos. His big break was a fin de siecle Western about growing up watching Westerns, a mournful black and white adaptation of Larry McMurtry’s “The Last Picture Show.”

And what did Bogdanovich do with the Oscar-winning Hollywood capital that film gave him? He took a shot at making a modern (1972) “screwball” comedy, full of slapstick, sight gags and manic comic patter. “What’s Up, Doc?” would go full “Bringing Up Baby,” with Barbra Streisand as the chatterbox who keeps running into and bowling over nerdy musicologist Ryan O’Neal, an Iowa academic hoping to prove Neanderthals made music with “igneous rocks.”

The movie archetype “manic pixie dream girl” was born with Hepburn’s turn opposite Cary Grant in that Howard Hawks farce way back in 1938. Streisand, at her peak, would play a hipper, sassier ’70s updating of the type — sexy, flirty and funny, just as aggressive but less needy and overtly sexual than the hooker she played in “The Owl and the Pussycat,” her previous film and a fairly funny comedy in its own right.

Buck Henry would rejoin her to work on the script. Bogdanovich would bring along Randy Quaid from “The Last Picture Show” for good luck, and his then-wife, producer and on this film production and costume designer and the sounding board his career lost when they divorced, Polly Platt.

O’Neal was famously handsome and famously stiff on screen. But paired with Streisand, he was never funnier as an overwhelmed comic foil who’d look despairingly through his glasses at the camera and declare “I’m having a NIGHTmare!” Or look again and plead with the viewer.

“Help!”

And Streisand? She’s a rat-a-tat patter riot. Don’t think you’re insulting her Judy by asking if she “knows the meaning of PROPRIETY?”

“Propriety; noun: conformity to established standards of behavior or manner, suitability, rightness, or justice. See “etiquette.”

“Get Smart” veteran Henry and “Bonnie and Clyde” writers David Newman and Robert Benton packed the script with zingers and silly situations. San Francisco and Bogdanovich, his stunt team, leads and colorful supporting cast which included zany Kenneth Mars, screwy Austin Pendleton, madcap Madeline Kahn, John Hillerman, M. Emmet Walsh and even an uncredited comic (John Byner), did the rest.

There’s these four suitcases, see? Tartan red plaid suitcases (Ah, the ’70s.). One’s got “Top Secret” documents that some sketchy refugee from Woody Allen’s universe (Michael Murphy) stole. One’s full of a rich lady’s (Mabel Anderson) Jewels. One has the Iowa academic’s “igneous rocks.” And one belongs to the not-quite-Frisco-flower-child/hustler (Streisand).

Those cases will be swiped, stashed, switched and tracked and don’t bother trying to keep up with that, because it’s not at all logical and that’s kind of the fun. They’re MacGuffins, gimmicks for driving the action, but not really.

Howard (O’Neal) and his fiancee Eunice (Kahn) travel to San Fran to see if he’s won a grant from a rich philanthropist (Pendleton). But hapless, forgetful, igneous-rocks-obsessed Howard is waylaid by big-eyed Judy (Streisand), who is something of a polymath.

“I guess you’re not really interested in igneous rock formations.”

“Not as much as I am in the sedimentary or metamorphic rock categories. I mean, I can take your igneous rocks or leave ’em. I relate primarily to micas, quartz, feldspar. You can keep your pyroxenes, magnetites and coarse grained plutonics as far as I’m concerned.”

All she needs to do is entice Howard away from the supportive but shrill and bossy Eunice, charm rich Mr. Larrabee (Pendleton) and insult the hell out of the insufferable Eastern European rival for that grant (Mars, as campy as he ever was) so that love can bloom, right?

“Love means never having to say you’re sorry.”

“That’s the dumbest thing I ever heard.”

Yup, we’re going to mock O’Neal’s biggest blockbuster (“Love Story”) because as they say in classic madcap comedies, “Nothing’s Sacred.”

Judy will disrupt the big musicologist dinner and cross swords with the insufferable Hugh (Mars).

“I find that as difficult to swallow as this potage au gelee.

“How would you like to swallow one sandwich d’knuckles?”

Suitcases will be mixed up, and cops and robbers and others will get tangled up in a merry chase through The City by the Bay on foot, via street cart, Chinese parade dragon and a Volkswagen Beetle.

I mean, thank God Beetles float, right?

The patter and the stars’ chemistry leap back to mind, watching this film anew. Future character actor extraordinaire M. Emmet’s bit part in the third act now pops, and I spied Byner in this viewing because both of those guys made movies in cities where I worked and I got to interview them.

But as the mind remembers images more clearly, what sticks, and rather surprisingly so, is the stuntwork.

Yes, “Bullitt” was the ultimate San Francisco chase picture. But stunt coordinator and second unit director Paul Baxley’s team deliver motorized sprints, hilltop leaps, handbrake drifts, crashes and bottoming-outs (cars coming back to Earth after going airborne) that rival anything ever filmed there.

The chases here are funnier, more organic and set in the real world, with ’70s cars lacking the suspension to do most of what we see them do here, and survive. So they don’t survive. Some even wind up in the Bay.

But older viewers will recall which one was advertised as “It also floats.”

Antic high speed banter ages almost as well as slapstick and physical comedy. Those are two big reasons this picture still plays. But casting Streisand and O’Neal as foils seems as inspired as it ever did. And “discovering” Kahn and Sorrel Booke (future Boss Hogg), casting the screwball Mars and the droll baritone John Hillerman (“Magnum P.I.”) and EveryEuropean Stefan Gierasch (“Jeremiah Johnson”) to do what they were known for doing pays dividends that lend “What’s Up, Doc?” a timeless quality.

Bogdanovich would reach his peak with his next film, reuniting with O’Neal and Kahn and putting O’Neal’s daughter Tatum to work in a masterpiece, “Paper Moon.” He’d run out of luck with period piece homages with his attempted musical, “At Long Last Love,” and his career never wholly recovered from that or his split with Platt.

Her professional/personal relationship with “Last Picture Show” author Larry McMurtry would bear further fruit with “Terms of Endearment,” which she production designed, and its sequel, “The Evening Star,” which she produced.

Bogdanovich evolved into the sort of grand old man of the cinema he made documentaries about. No, he wasn’t John Ford, Howard Hawks or Buster Keaton. But he was a living link to their traditions and a great talker and interview subject.

All three screenwriters would go on to further and greater glory, with Benton becoming an Oscar winning writer-director (“Kramer vs. Kramer,” “Places in the Heart”) and Henry scripting “Heaven Can Wait” and Newman and Benton writing “Bad Company” and “Superman.”

And Streisand and O’Neal would re-team a few years later as his career was winding down and she was about to eschew comedies and reach for “serious filmmaker” status with “Yentl,” “The Prince of Tides” and “The Mirror has Two Faces.” “The Main Event” (1979) had no prayer of living up to its title.

But “What’s Up, Doc?” lives on, a classic that harks back to earlier classics, a screwball comedy that still plays and definitive proof that filmmakers well-versed in the landmark movies of the past can make great films just by copying what worked, way back when.

Rating: G

Cast: Barbra Streisand, Ryan O’Neal, Madeline Kahn, Kenneth Mars, Austin Pendleton, Mabel Albertson, Sorrel Booke, Stefan Gierasch, Randy Quaid, M. Emmet Walsh, Michael Murphy and John Hillerman.

Credits: Directed by Peter Bogdanovich, scripted by Buck Henry, David Newman and Robert Benton. A Warner Bros. release on Tubi, Amazon, other streamers

Running time: 1:34

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About Roger Moore

Movie Critic, formerly with McClatchy-Tribune News Service, Orlando Sentinel, published in Spin Magazine, The World and now published here, Orlando Magazine, Autoweek Magazine
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