What's Up Doc (1972)

Overview

In the early 1970s, American cinema was undergoing a radical transformation, with auteurs focusing on gritty realism and social commentary. Against this backdrop, Peter Bogdanovich’s What’s Up, Doc? stood out like a Technicolor fever dream — a pure, unapologetic comedy that paid tribute to the rapid-fire, madcap spirit of films like Bringing Up Baby, His Girl Friday, and The Awful Truth. Rather than feeling retro or out of place, it was a huge hit with critics and audiences alike.

Starring a dazzling Barbra Streisand in her most irreverent and playful role and a deadpan Ryan O’Neal, the film spins a tale of mistaken identities, romantic chaos, and four identical plaid suitcases. It features breakneck dialogue, physical comedy, and one of the most famous car chases in comedy history — all wrapped in a zany package that refuses to take itself seriously.

Plot Summary

The plot is a classic screwball setup, taken to gleeful extremes.

Dr. Howard Bannister (Ryan O’Neal), a musicologist from Iowa, travels to San Francisco with his uptight fiancée Eunice Burns (Madeline Kahn, in her film debut) to compete for a research grant. At the same time, Judy Maxwell (Barbra Streisand), a free-spirited, fast-talking chaos agent, arrives in town and immediately sets her sights on Howard.

As if that weren't enough, there are four identical plaid suitcases:

One contains Howard’s igneous rocks (for his music research).

One holds Judy’s clothes.

One holds secret government documents.

One contains stolen jewels.

Through a series of madcap coincidences, the bags are mixed up between characters including spies, criminals, hotel staff, and academics. Judy inserts herself into Howard’s life, pretending to be his wife, embarrassing him at every turn, and eventually dragging him through a chase across San Francisco that demolishes cars, bikes, and civic pride.

In the end, all is revealed, order is restored — sort of — and Judy gets her man.

Themes and Influences

Homage to Classic Hollywood

Bogdanovich, a former film critic and cinema historian, crafts What’s Up, Doc? as a cinematic valentine to screwball comedies of the 1930s and '40s. The film draws heavily from Howard Hawks’ Bringing Up Baby, down to the bespectacled, hapless male lead and the impulsive, irrepressible woman who turns his life upside down.

But it’s not just mimicry — What’s Up, Doc? translates the fast-talking absurdity of classic screwball into a 1970s context, with more irreverence and self-awareness.

Chaos vs. Order

The film plays with the contrast between order (represented by Howard and Eunice) and chaos (Judy). As Judy invades Howard’s life, she upends his career, relationship, and sense of self — and he emerges happier for it. The narrative’s whirlwind pace reflects this thematic arc: life is better when it’s a mess.

Subversion of Authority and Institutions

True to the screwball spirit, What’s Up, Doc? takes aim at authority figures: hotel clerks, government agents, academics, and the police all come off as incompetent or buffoonish. The courtroom finale — where the bags are finally sorted and the judge tries to make sense of the mayhem — exemplifies the film’s view of bureaucracy as inherently absurd.

Performances

Barbra Streisand as Judy Maxwell

Streisand is nothing short of electric. As Judy, she’s unpredictable, intellectually sharp, seductive, and hilarious — a whirlwind of mischief who dominates every scene without ever becoming grating. Her Judy is a spiritual descendant of Katharine Hepburn’s Susan Vance in Bringing Up Baby, but infused with Streisand’s unique charisma and comedic timing.

She also gets to sing (briefly) — a charming rendition of “As Time Goes By” during a hotel piano scene — in a moment that blends romantic homage and comic awkwardness.

Ryan O’Neal as Howard Bannister

O’Neal plays the “straight man” role to perfection, channelling Cary Grant’s bewildered professor in Bringing Up Baby. His Howard is awkward, soft-spoken, and endearingly clueless — the perfect foil to Streisand’s whirlwind. O’Neal’s performance is subtle but essential: his mounting frustration, reluctant attraction, and eventual surrender to chaos give the film emotional balance.

His best moments are often silent — eye rolls, stammers, and baffled stares that play beautifully against the madness around him.

Madeline Kahn as Eunice Burns

In her film debut, Kahn is an instant icon. Her Eunice is controlling, shrill, and hilariously uptight — but never one-dimensional. Kahn finds the humanity in her absurdity, making her as sympathetic as she is ridiculous. Her line delivery is razor-sharp, and her reactions — especially to Judy's antics — are comic gold.

Kahn’s performance was so well-received, it launched a career of legendary comic roles (including several with Mel Brooks).

Direction and Style

Peter Bogdanovich, fresh from his critical hit The Last Picture Show, shifts gears completely with What’s Up, Doc?, proving his mastery of tone and pacing. The film zips along with astonishing speed, juggling wordplay, slapstick, and farce without ever losing coherence.

His love for old Hollywood is everywhere — in the musical cues, the character types, the San Francisco locations (a stand-in for screwball’s Manhattan), and even the title, which nods to Bugs Bunny and, by extension, cartoon logic.

Visually, the film is slick and bright. The camera moves with purpose, capturing comic timing and physical gags with clarity. The famous car chase through San Francisco, complete with a Chinese dragon parade, stairs, and floating pizzas, is one of the greatest comedic chase sequences ever filmed — an affectionate spoof of Bullitt (1968), shot in the same city.

Dialogue and Screenplay

The script, co-written by Buck Henry, David Newman, and Robert Benton, is packed with sharp, rapid-fire dialogue and absurd scenarios. Every character has a distinct voice, and the script revels in wordplay, innuendo, and repetition for comedic effect.

Classic lines abound:

“Love means never having to say you’re sorry.” (Used hilariously as a punchline — a callback to Love Story, which starred O’Neal.)

“I am not now, nor have I ever been… your husband.”

The writing’s strength is in its layered absurdity — gags pile on top of gags, until scenes reach a crescendo of comic lunacy.

Reception and Legacy

What’s Up, Doc? was both a critical and commercial smash. It became the third-highest-grossing film of 1972 and helped reintroduce classic screwball style to a new generation. Critics praised its energy, humour, and affection for old Hollywood without descending into parody.

It solidified Barbra Streisand’s reputation not just as a singer and dramatic actress, but as a top-tier comedienne. For Peter Bogdanovich, it demonstrated his versatility, even if he would struggle to replicate its broad appeal in later films.

Today, it’s widely regarded as one of the best comedies of the 1970s, and perhaps the greatest screwball throwback ever made.

What’s Up, Doc? is a riotous, razor-sharp romp that succeeds as both homage and original creation. Powered by Barbra Streisand’s magnetic energy, Ryan O’Neal’s perfect befuddlement, and Madeline Kahn’s unforgettable debut, it’s a masterclass in comic timing and controlled chaos.

For fans of classic screwball, smart romantic comedy, or just good old-fashioned fun, What’s Up, Doc? remains a triumph of wit, charm, and cinematic joy.