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What's Up, Doc?
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What's Up, Doc?

4.8 9
Director: Peter Bogdanovich

Cast: Barbra Streisand, Ryan O'Neal, Kenneth Mars


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With Howard Hawks's Bringing Up Baby (1938) as his blueprint, Peter Bogdanovich resurrected and payed homage to 1930s screwball comedy in What's Up, Doc? (1972). When wacky co-ed Judy Maxwell (Barbra Streisand, in the Katharine Hepburn part) spies nebbishy musicologist Howard Bannister (Ryan O'Neal in bespectacled Cary Grant mode) in a San Francisco


With Howard Hawks's Bringing Up Baby (1938) as his blueprint, Peter Bogdanovich resurrected and payed homage to 1930s screwball comedy in What's Up, Doc? (1972). When wacky co-ed Judy Maxwell (Barbra Streisand, in the Katharine Hepburn part) spies nebbishy musicologist Howard Bannister (Ryan O'Neal in bespectacled Cary Grant mode) in a San Francisco hotel lobby, she decides that Howard and his precious igneous rocks are right up her alley. Too bad Howard already has a fiancée, the propriety-fixated Eunice (Madeline Kahn in her film debut). Using all her arcane knowledge from brief stays at numerous colleges, Judy tries to charm her way to a $20,000 grant for Howard, and Howard himself, at a banquet with grantor Frederick Larrabee (Austin Pendleton). Things get even more complicated the next day when Judy's underwear-filled overnight bag gets mixed up with Howard's rock bag, which gets mixed up with Mrs. Van Hoskins' bag of jewels, which gets mixed up with Mr. Smith's bag of top secret government papers. All sides converge at Larrabee's mod townhouse and the chase begins. Retaining Hawks' machine-gun pace (as well as the sly pop culture referentiality of Billy Wilder), Bogdanovich and writers Buck Henry, David Newman, and Robert Benton updated the opposites-attract screwball convention for contemporary times. O'Neal gently parodied not only Grant but also his own Love Story (1970) preppy, while Kahn represents stiff-wigged 1950s manners as opposed to Streisand's long-haired, pants-wearing free spirit. The happy ending, in which Cole Porter-belting youth wins out over old manners, found favor with audiences, as What's Up, Doc? became one of the most popular films of 1972, and the second hit in a row for Bogdanovich after 1971's The Last Picture Show.

Editorial Reviews

Barnes & Noble - David Sobel
Director Peter Bogdanovich followed up the critical success of The Last Picture Show with one of the blockbuster comedy hits of 1972, a paean to the classic screwball comedies of the 1930s, particularly Howard Hawkes’s Bringing Up Baby. Bogdanovich, himself a film critic and historian, demonstrates his fluency with the genre and packs the film with inspired reprises of every great gag, pratfall, and plot twist that have had audiences laughing since the dawn of film. What’s Up Doc? is the story of nerdy musicologist Howard Bannister (Ryan O’Neal), who meets up with the free-spirited Judy Maxwell, a professional college dropout played by a very young and very appealing Barbra Streisand. Confusion over identical suitcases and some priceless jewels sets the stage for a classic farce filled with mishaps and misunderstandings, madcap chases and silly slapstick, nutty characters and endless wisecracks. Watching What’s Up Doc? today provides historical fun of another kind: the chance to see Streisand just as she was making the transition from nice Brooklyn girl to Hollywood royalty, and Ryan O’Neal when he was a bona fide movie star. There are also plenty of inside jokes that film fans will appreciate. Bogdanovich assembled a top-drawer team, including Buck Henry, Robert Benton, and David Newman as screenwriters, and a supporting cast featuring a mildly manic turn by Austin Pendleton as an eccentric tycoon, as well as the hilarious film debut of Madeline Kahn as Eunice, Howard’s uptight and controlling fiancée.
All Movie Guide
Like many of his early films, director Peter Bogdanovich's What's Up Doc? is informed by a strong sense of the history of American cinema. Essentially a remake of Howard Hawks' Bringing Up Baby -- with an extensive, Buster Keaton-style chase scene planted in the middle -- Doc is an obvious homage to the madcap screwball comedies of the 1930s, updated for the swinging early 1970s. The end result is a hysterical success, thanks to its clever, energetic execution and charming lead performances from Barbra Streisand and Ryan O'Neal. Writers Buck Henry, David Newman, and Robert Benton achieve a perfect balance of wordplay, physical comedy, and sentimentality. The talented cast does the material justice: among those making memorable supporting appearances are Austin Pendleton, Mabel Albertson, Kenneth Mars, and Madeline Kahn, in her feature debut.

Product Details

Release Date:
Original Release:
Warner Home Video
[Wide Screen]
[DTS 5.1-Channel Surround Sound, Dolby AC-3 Surround Sound]
Sales rank:

Special Features

Scene-Specific Commentary by Barbra Streisand; Full-Movie Commentary by Director Peter Bogdanovich; Vintage Featurette Screwball Comedies - Remember Them?; Theatrical Trailer

Cast & Crew

Performance Credits
Barbra Streisand Judy Maxwell
Ryan O'Neal Howard Bannister
Kenneth Mars Hugh Simon
Austin Pendleton Frederick Larrabee
Sorrell Booke Harry
Stefan Gierasch Fritz
Joe Amsler Actor
Paul Baxley Actor
Jerry Brutsche Actor
Richard E. Butler Actor
John Byner Head
Ted Duncan Actor
Donna Garrett Actor
Ted Grossman Actor
Robert H. Harris Actor
Bill Hickman Actor
John Hillerman Mr. Kaltenborn
Loren Janes Actor
Dean Jeffries Actor
Christa Lang Mrs. Hosquith
John Moio Actor
Victor Paul Actor
Gil Perkins Jones' Driver
Glenn H. Randall Actor
George Robotham Actor
Wally Rose Actor
Stan Ross Actor
Alex Sharp Actor
Paul Stader Actor
Jack Verbois Actor
Marvin Walters Actor
Richard Washington Actor
Paul Condylis Room-Service Waiter
Peter Paul Eastman Musicologist
Elaine Partnow Party Guest
Don Bexley Skycap
Ernie Robinson Actor
Craig R. Baxley Actor
Fred Stromsoe Actor
Liam Dunn Judge Maxwell
George Morfogen Rudy, the Headwaiter
Fred Scheiwiller Jewel Thief
Carl Saxe Jewel Thief
Jack Perkins Jewel Thief
Jerry Summers Smith's Cabdriver
Mark Thompson Airport Taxi Driver
Sean Morgan Banquet Official
Patricia O'Neal Elderly Lady on Plane
Joe Alfasa Waiter in Hall
Mabel Albertson Mrs. Van Hoskins
Phil Roth Mr. Jones
Randy Quaid Prof. Hosquith
M. Emmet Walsh Arresting Officer
Eleanor Zee Banquet Receptionist
Kevin O'Neal Delivery Boy
Michael Murphy Mr. Smith
Graham Jarvis Bailiff
Madeline Kahn Eunice Burns
Artie Butler Conductor

Technical Credits
Peter Bogdanovich Director,Original Story,Producer
John P. Austin Set Decoration/Design
Robert Benton Screenwriter
Herman A. Blumenthal Art Director
Artie Butler Musical Arrangement
Don L. Cash Makeup
Verna Fields Editor
Les Fresholtz Sound/Sound Designer
Ray Gosnell Asst. Director
Buck Henry Screenwriter
Laszlo Kovacs Cinematographer
Paul Lewis Associate Producer
Robert MacDonald Special Effects
Nancy McArdle Costumes/Costume Designer
David Newman Screenwriter
Ryan O'Neal Songwriter
Ray Phelps Costumes/Costume Designer
Polly Platt Production Designer
Fred Williams Makeup


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What's Up, Doc? 4.9 out of 5 based on 0 ratings. 8 reviews.
Guest More than 1 year ago
This has got to be one of the funniest movies I've ever seen! Barbra Streisand and Ryan O'Neal have great onscreen chemistry, and the chase scene is just too classic. Keep this one in mind when you just want a movie with an intriguing storyline and general craziness!
pattykat More than 1 year ago
If you enjoy older movies...you've got to give this one a shot! Very, Very Funny!Of course being a Barbra Sriesand fan helps...
bmusiclady7 More than 1 year ago
This movie is hard to find. I laughed through it. I saw this movie more than 25 years ago and I remember parts of this movie years later and had to find it!!! I loved it!!!
Guest More than 1 year ago
Anything that can go wrong does it this hysterical film. You'll laugh so hard you'll miss some of the fun the first time through and find something new each time you see it!
JimBreitbeck More than 1 year ago
I just got to say that I was laughing out loud through the whole movie, Kind readers I'm not the most comic kind of person, but I can tell a good movie when I see it. Honestly I had to control myself because I was making my eyes water with laughter....That five minutes when they were having the big dinner is a classic....This movie is worth your time and money to buy, open it up, put it in the machine and have a few hours of fun, you will feal better afterword, all that laughing is good for the soul.....
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