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What's Up, Doc?
Director: Peter Bogdanovich (Dir)
Release Date:   Mar 1972
Premiere Information:   New York opening: 9 Mar 1972; Los Angeles opening: 15 Mar 1972
Production Date:   16 Aug--late Nov 1971 in San Francisco, CA
Duration (in mins):   90 or 94
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Cast:   Barbra Streisand (Judy Maxwell)  
    Ryan O'Neal (Howard Bannister)  
  And introducing Madeline Kahn (Eunice Burns)  
    Kenneth Mars (Hugh Simon)  
    Austin Pendleton (Frederick Larrabee)  
    Michael Murphy (Mr. Smith)  
    Phil Roth (Mr. Jones)  
    Sorrell Booke (Harry)  
    Stefan Gierasch (Fritz)  
    Mabel Albertson (Mrs. Van Hoskins)  
    Liam Dunn (Judge Maxwell)  
    John Hillerman (Hotel manager [Mr. Kaltenborn])  
    George Morfogen (Headwaiter)  
    Graham Jarvis (Bailiff)  
    Randy Quaid (Professor Hosquith)  
    M. Emmet Walsh (Arresting officer)  
    Kevin O'Neal (Delivery boy)  
    Eleanor Zee (Banquet receptionist)  
    Paul Condylis (Room service waiter)  
    Fred Scheiwiller (Jewel thief)  
    Carl Saxe (Jewel thief)  
    Jack Perkins (Jewel thief)  
    Paul B. Kipilman (Druggist)  
    Gil Perkins (Jones' driver)  
    Christa Lang (Mrs. Hosquith)  
    Stan Ross (Musicologist)  
    Peter Paul Eastman (Musicologist)  
    Eric Brotherson (Larrabee's butler)  
    Elaine Partnow (Party guest)  
    George R. Burrafato (Eunice's cab driver)  
    Jerry Summers (Smith's cab driver)  
    Mort Thompson (Airport cab driver)  
    Donald T. Bexley (Skycap)  
    Leonard Lookabaugh (Painter on roof)  
    Candace Brownell (Ticket seller)  
    Sean Morgan (Banquet official)  
    Patricia O'Neal (Lady on plane)  
    Joe Alfasa (Waiter in hall)  
    Chuck Hollom (Pizza cook)  
    John Byner (Head)  
    John Allen Vick (Airport driver)  
    William M. Niven (Painter)  
    Bruce McBroom (Man who kisses Mrs. Van Hoskins' hand)  
  Voices: Barbara Barrett    
    Carole Conn    
    Marlene Pinckard    
    Cole Simpson    
    Robert Dulaine    
    Joan Patti    

Summary: At the San Francisco airport baggage claim, mysterious Mr. Smith retrieves his plaid overnight case containing secret documents and proceeds to the Bristol Hotel, stalked by the furtive Mr. Jones. Also traveling from the airport to the Bristol is absent-minded Howard Bannister, a music professor from Ames, Iowa who is attending a musicology convention and carrying a plaid case similar to Smith’s, although Howard's case contains pre-Paleozoic igneous rocks crucial to his research project. With Howard is his domineering fiancée, Eunice Burns, who manages his life but, concerned about “propriety,” plans to check into a separate hotel room. During their cab ride to the hotel, their cab and several cars almost hit Judy Maxwell, a starving college student carrying a plaid case, who is following a pizza delivery man. Also checking in at the hotel is wealthy Mrs. Van Hoskins, whose plaid case filled with jewelry is coveted by two thieves, the hotel clerk, Fritz, and house detective, Harry. Sent by Eunice to the drugstore to buy some aspirin, Howard is distracted by a souvenir rock when Judy, chomping on a carrot stolen from the tray of a passing waiter, approaches him and flirtatiously asks, “What’s up, Doc?” As she talks knowingly about geology, Howard tries to escape from her advances, but knocks over a display and when Judy tries to grab his jacket, it accidentally rips. When Eunice arrives, Judy upsets her by mischievously pretending to be Howard’s castoff paramour. Later, Judy goes to room 1717, planning to stay without paying, but, seeing Jones inside, instead enters 1716, which is open. Finding Howard’s jacket there, she mends it, stashes her overnight case in his room and sees an invitation to a banquet. In the hallway, Jones spots Mrs. Van Hoskins' case, which he presumes is Smith’s, and later breaks into her room and takes her case. In room 1714, Eunice prompts Howard on how to present himself to Frederick Larrabee, the philanthropist offering a twenty thousand dollar research grant. As Eunice is not ready, Howard proceeds to the banquet alone, fumbles his introduction to Larrabee and meets his rival for the grant, the arrogant Hugh Simon. Sitting at Howard’s table is Judy, who, posing as Eunice, is bewitching Larrabee and other musicologists with her wit, sex appeal and extensive knowledge. She manipulates the conversation to allow tongue-tied Howard to explain his theory that early man played crude melodies on rocks and elaborate his research, which involves the testing of rocks for inherent tonal qualities. Upstairs, Jones finds he cannot leave without being seen and Smith, thinking Jones is still after the documents, breaks into Mrs. Van Hoskins' room and hides his suitcase there. Afterward, Harry breaks into her room to steal her jewels and unwittingly takes Smith's case. Harry then hides in Eunice’s room and stashes the case under her bed, unaware that Howard’s case is there as well. Downstairs, the desk attendant refuses to let the distressed Eunice join the banquet because her name tag, which has been stolen by Judy, is missing. Although Howard repeatedly denies that Judy is his fiancée, Larrabee says her presence has increased his chance of winning. When Eunice forces her way into the ballroom, begging hysterically that Howard identify her, he claims not to know her, but is ashamed afterward. Fritz goes to Eunice’s room and, unaware that there are two suitcases, grabs one, but then must slip it into Mrs. Van Hoskins' room to avoid being seen with it. After the banquet, Howard finds that Eunice left what she thinks is his suitcase outside his door. Inside his room is Judy, taking a bubble bath. When Eunice demands to come in, Howard convinces Judy, wrapped in a towel, to wait on the window ledge. Meanwhile, Harry enters Mrs. Van Hoskins' room and steals the case, but Smith presumes Jones has taken it when he sees his nemesis exiting through the hall window and walking along the ledge. As Eunice and Howard quarrel, Judy stumbles over the ledge, to which she hangs by her fingertips, and Howard accidentally causes a fire. Startled by Judy, Jones crashes through the window into Howard’s room. Fritz and the firemen arrive, alerted by the smoke. During the pandemonium, no one notices Smith take Judy’s case from Howard’s room. The next morning, Howard is evicted, but the elevator takes him up instead of down, letting him off at a restaurant under renovation. Playing a piano, he awakens Judy, who is sleeping under a tarp. She sings, advancing seductively, until they fall off the bench. Half-heartedly evading her overtures, Howard asks about her wide knowledge. Judy says her father, determined to educate her, sent her to several universities, where she excelled in a variety of majors but was expelled from every one for the catastrophes she caused. Judy then gives Howard a letter from Larrabee, which states that he won the grant. Despite his attraction to Judy, Howard invites Eunice to the reception in his honor at Larrabee’s mansion, where he promises to introduce her as his true fiancée. As she is not dressed, Eunice says she will meet him there. Smith sees Howard carrying a case similar to his and, looking inside the one he possesses, finds Judy’s clothes. Determined to switch bags, he follows Howard. In the lobby, Judy overhears Fritz tell Harry to deliver the jewels to a certain address and calls Eunice’s room and, pretending to be Larrabee’s secretary, directs her to the address she overheard. Fritz and Jones see Judy, Howard and Smith depart, all bearing plaid cases, and follow, leaving the lobby just before Mrs. Van Hoskins enters and announces that she has been robbed. Shortly afterward, Eunice is dropped off by her cabbie at an isolated building in a bad part of town and finds a gang of men beating Harry for delivering Howard’s rocks instead of jewels. At Larrabee’s art-filled mansion, when asked to demonstrate his rocks, Howard finds jewels in his case and documents in Judy’s. Smith then enters, carrying a suitcase and demanding the documents, and Jones, carrying a gun, does the same. Abruptly, the gang enters with Howard’s case and Eunice, demanding the jewels. A fight ensues, during which Howard and Judy grab all four cases and steal a delivery boy’s bicycle. As they pedal up and down the hills of San Francisco, they are chased by Smith, Jones, Fritz and the gang, all of whom are driving cars. In the gangsters’ car, the terrified Eunice introduces herself to her fellow captive, Larrabee. Judy and Howard take refuge in a Chinese parade and then a costume shop. They steal a car from a newly married couple exiting a church and race to Sausalito in hopes of catching the ferry before it departs. Just as they arrive, the ferry is pulling out of the dock, and when Judy depresses the gas peddle to catch it, their car falls into the bay, as do those of their pursuers, and all are arrested by the police. Everyone is taken to a courtroom, presided over by a cranky, hypochondriac judge eager to charge them with everything he can. At the judge’s questioning, Jones explains that he is a government agent pursuing Smith, who stole secret documents, and Howard confuses the judge with his muddled explanation. When the judge orders the person who is hiding under a blanket to come forth, Judy uncovers herself, and says, “Hello Daddy!,” revealing that she is his daughter. After all the suitcases are returned to their owners, Howard, stripped of the grant, goes alone to the airport, where Judy approaches him. Fearing more trouble, he rebuffs her. Before catching her plane, Mrs. Van Hoskins says that from the $20,000 reward she offered for the return of her jewels, she has paid the cost of the damages they caused. Larrabee and Eunice, who bonded during their ordeal, come to see Howard off, along with Simon, the new grant recipient. Encouraged by Judy, Simon talks about his research project, which she and Larrabee realize has been plagiarized from a little-known scholar’s work, prompting Larrabee to award the grant back to Howard. On board, Howard discovers that Judy is traveling to Iowa to study musicology. He admits he loves her and apologizes for rejecting her, but she says, “Love means never having to say you’re sorry.” As they kiss, a cartoon being shown to the passengers ends with Porky Pig announcing, “that’s all, folks.” 

Production Company: Saticoy Productions  
  Warner Bros., Inc. (Warner Communications, Inc.)
Production Text: A Peter Bogdanovich Production
A Saticoy Production; A Peter Bogdanovich Production
Distribution Company: Warner Bros., Inc. (Warner Communications, Inc.)
Director: Peter Bogdanovich (Dir)
  Ray Gosnell (Asst dir)
  Jerry Ballew (2d asst dir)
  Doug Morrison (2d asst dir)
Producer: Peter Bogdanovich (Prod)
  Paul Lewis (Assoc prod)
Writer: Buck Henry (Scr)
  David Newman (Scr)
  Robert Benton (Scr)
  Peter Bogdanovich (Story)
Photography: Laszlo Kovacs (Dir of photog)
  Robert Byrne (Cam op)
  Richard Aguilar (Gaffer)
  George Hill (Key grip)
  Leonard Lookabaugh (Dolly grip)
  Aaron Pazanti (Best boy)
  Richard Colean (Asst cam)
  Robert Guthrie (Asst cam)
  Panavision (Photog equipment)
  Bruce McBroom (Stills)
Art Direction: Polly Platt (Prod des)
  Herman A. Blumenthal (Art dir)
Film Editor: Verna Fields (Film ed)
  William Neel (Asst film ed)
Set Decoration: John Austin (Set dec)
  Robey Cooper (Prop master)
  Marty Wunderlich (Asst prop man)
  Sal Sommatino (Asst prop man)
  Norman Hawkins (Const coord)
Costumes: Ray Phelps (Men's cost supv)
  Nancy McArdle (Women's cost supv)
Music: Artie Butler (Mus arr and cond)
Sound: Les Fresholtz (Sd)
  Richard Raguse (Boom man)
Special Effects: Robert MacDonald (Spec eff)
  The Golds West, Inc. (Titles)
Make Up: Don Cash (Makeup)
  Fred Williams (Makeup)
  Lynda Gurasich (Hairstylist)
Production Misc: Fred Ahern (Unit prod mgr)
  Hazel Hall (Scr supv)
  Gil Casper (Insert car driver)
  Bud Dawson (Transportation)
  Neil Canton (Prod aide)
  Frank Marshall (Asst to the prod)
  Harry Zubrinsky (Loc mgr)
  Mae Woods (Dir's secy)
  Nessa Hyams (Casting)
  Carl Combs (Unit pub)
Stand In: Paul Baxley (Stunt coord)
  Joe Amsler (Stunts)
  Craig Baxley (Stunts)
  Paul Baxley (Stunts)
  Gerald Brutsche (Stunts)
  Dick Butler (Stunts)
  Ted Duncan (Stunts)
  Patty Elder (Stunts)
  Donna Garrett (Stunts)
  Ted M. Grossman (Stunts)
  Bob Harris (Stunts)
  Bill Hickman (Stunts)
  Loren Janes (Stunts)
  Dean Jeffries (Stunts)
  John Angelo Moio (Stunts)
  Victor Paul (Stunts)
  Joe Pronto (Stunts)
  Glenn H. Randall Jr. (Stunts)
  Ernest Robinson (Stunts)
  George N. Robotham (Stunts)
  Wally Rose (Stunts)
  Alex Sharp (Stunts)
  Paul Stader (Stunts)
  Fred Stromsoe (Stunts)
  Jerry Summers (Stunts)
  Mort Thompson (Stunts)
  Jack Verbois (Stunts)
  Bud Walls (Stunts)
  Marvin Walters (Stunts)
  Dick Washington (Stunts)
MPAA Rating: G
Country: United States
Language: English

Music: "Anything Goes" by Hoagy Carmichael; "Someone to Watch Over Me" by George Gershwin; "La cucaracha," traditional.
Songs: "You're the Top," music and lyrics by Cole Porter; "As Time Goes By," music and lyrics by Herman Hupfield.
Composer: Hoagy Carmichael
  George Gershwin
  Herman Hupfield
  Cole Porter
Source Text:

Copyright Claimant Copyright Date Copyright Number
Warner Bros., Inc. 9/3/1972 dd/mm/yyyy LP41792

Physical Properties: Sd:
  col: Technicolor

Genre: Screwball comedy
Subjects (Major): College students
  Impersonation and imposture
  Romantic rivalry
  San Francisco (CA)
Subjects (Minor): Automobile accidents
  Automobile chases
  Baths and showers
  Conventions (Gatherings)
  Fathers and daughters
  Government agents
  Jewel thieves
  Secret documents
  Volkswagen automobiles

Note: After the Warner Bros. logo appears, the opening title card reads: "Warner Bros./A Warner Communications Company/presents." What's Up, Doc? was the first Warner Bros. release under the Warner Communications, Inc. banner, the new name of parent company, Kinney Leisure Services, Inc. Over the opening credits, Barbra Streisand, who portrays “Judy Maxwell” in the film, sings “You’re the Top,” the popular 1934 song by Cole Porter. After the opening credits, a cartoon drawing of a suitcase appears with the words written underneath, “Once upon a time, there was a plaid overnight case….” The drawing changes into a filmed scene, in which the character “Mr. Smith” picks up the suitcase.
       In the final scene of the film, which is set in an airplane, the passengers are being shown a 1950 Warner Bros. seven-minute cartoon, titled What’s Up, Doc? The animation features the character “Bugs Bunny,” whose signature quip is “What’s Up, Doc?” After Judy and “Howard Bannister” (Ryan O’Neal), declare their love, the end of the cartoon is shown, featuring Bugs Bunny and character “Elmer Fudd” singing the words, “What’s Up, Doc,” followed by the animated Looney Tunes logo, in which “Porky Pig” bursts out of a drum and says, “Th-that’s all, folks!” Director Peter Bogdanovich, in his audio commentary for the DVD version of the film, reported that the garish colors of the sets and the slapstick elements of the plot were meant to convey the feeling that the story was like a cartoon.
       The end credits present photographs of the major characters, superimposed with the actors’ and characters’ names, after which a full cast list appears. Although the characters played by actors Michael Murphy and Phil Roth are listed in the end credits as “Mr. Smith” and “Mr. Jones,” respectively, within the film their character names are never used. Over the end credits, Streisand and O’Neal reprise “You’re the Top.” Although there is no continuous soundtrack for the film, music from the Warner Bros. film library and many famous standard songs from the mid-twentieth century are heard as background music at the hotel and other locations. Portions of “Anything Goes” and “Someone to Watch over Me” are played as hotel lobby music, the band in the Chinese parade plays “La cucaracha” and during the banquet scene, a recording of medieval music is heard. During the sequence in which Howard plays the piano, Judy sings an excerpt from “As Time Goes By,” a song immortalized in the 1943 Warner Bros. motion picture Casablanca (see entry above). Earlier in the same scene, Judy made a reference to Casablanca by paraphrasing a famous line from it, “Of all the gin joints….”
       As noted by many reviews and the director himself, Bogdanovich’s biggest inspiration for What’s Up, Doc? came from the screwball comedies of the 1930s and 1940s, in particular, Howard Hawks’s 1938 RKO film Bringing Up Baby (see above), which starred Cary Grant and Katharine Hepburn as a bumbling paleontologist and the eccentric heiress who pursues him. As noted by a Mar 1972 HR editorial, the Bogdanovich film contains several direct quotes and plot points, such as Howard’s jacket being ripped, that refer to the earlier picture. Although Howard’s profession is musicologist, in the film someone refers to him as a “musical archeologist,” which is reminiscent of the profession of Grant’s character. In the director’s audio commentary, Bogdanovich reported that O’Neal visited with Grant to learn his mannerisms and his character’s large glasses were references to both Grant’s character and to silent film comedian Harold Lloyd.
       Many other references to previous films are made throughout What’s Up, Doc? In the background in Howard’s hotel room, the television plays an excerpt from the 1943 film Air Force (see above), which was directed by Hawks, whom Bogdanovich admired. In the audio commentary, Bogdanovich claimed that the character Howard was named for Hawks and that the recurring joke early in the movie, in which Judy calls Howard “Steve,” was an homage to Hawks’s 1945 film To Have and Have Not (see above), in which Lauren Bacall’s character inaccurately calls Humphrey Bogart by that name. When Judy bats her eyes at Howard while saying, “Love means never having to say you’re sorry,” her dialogue is a slightly paraphrased line spoken by O’Neal in Love Story (see above), Paramount’s 1970 box-office hit based on Erich Segal’s best-selling novel of the same name.
       Among other references to earlier films in What’s Up, Doc? was the wild, twelve-minute automobile chase sequence, which several reviews compared to the 1968 Warner Bros.-Seven Arts film Bullitt (see above), and which the Var review called "virtually a 'Road Runner' story-board," and which Bogdanovich stated in his DVD commentary took four weeks to shoot. According to Bogdanovich, the sequence in which trash cans roll down the street is a bow to Buster Keaton’s 1925 picture Seven Chances (see above).
       There is other physical humor in What’s Up, Doc? that harkens back to an earlier age of film and theater, such as the intermittent hotel hallway scenes depicting characters moving in and out of rooms, and Judy’s hanging from a ledge, emulating Harold Lloyd. Several cultural icons of the 1970s appear or are mentioned in the film, among them, Volkswagens; the popular 1969 self-help book, The Sensuous Woman: The First How-to Book for the Female Who Yearns to be All Woman , which was written by J. (Terry Garrity); and the character “Hugh Simon,” who, according to the HR review, was based on acidic film critic John Simon, the New York magazine theater critic from 1968 to 2005.
       According to Filmfacts , the genesis of What’s Up, Doc? occurred when Warner Bros. signed Elliot Gould and his partner, producer Jack Brodsky, to produce A Glimpse of Tiger from a screenplay by Herman Raucher, and A New Life , based on Bernard Malamud’s 1961 novel of same name. A Glimpse of Tiger began production in Feb 1971, starring Gould and Kim Darby, but closed, reportedly due to personality differences. When the property reverted to Warner Bros., the studio planned to revamp it as a vehicle for Streisand, hired Bogdanovich to direct it and cast O’Neal as the male lead. Warner Bros. then decided to cancel the project, but Bogdanovich developed an outline for What’s Up, Doc? as a replacement, after which Robert Benton and David Newman were hired to write the script from Bogdanovich’s outline. After four weeks, Buck Henry did a final rewrite, and shooting began in Aug 1971. According to a Jul 1979 Time article, the original ending called for Howard and Judy to part at the airport, but during editing, the decision was made to allow a happy ending in which they remained together.
       As noted in contemporary sources, portions of the film were shot on location in various locations of San Francisco, among them, the airport, Nob Hill and the San Francisco Hilton hotel, which was used for the Bristol. Although a local San Francisco high school band was used for the parade, the dragon was added by the filmmakers, and the people along the sidewalk who were shown watching the parade had actually come to watch the shooting of the film.
       What’s Up, Doc? marked the feature film debuts of Madeline Kahn, George Morfogen, John Byner and Liam Dunn. O’Neal’s mother and brother, Patricia and Kevin O’Neal, played a woman on the plane and a delivery boy, respectively. According to Bogdanovich, Bruce McBroom, the still photographer for the film who would later shoot the famous swimsuit picture of actress Farrah Fawcett, doubled in the cast as the man who kisses Mrs. Van Hoskins’ hand in the hotel lobby.
       What’s Up, Doc? was awarded Best Original Comedy by the Writers Guild of America. Kahn was nominated for a Golden Globe in the category Most Promising Newcomer—Female. The film appears on AFI’s lists as one of America’s Greatest Love Stories and one of America’s Funniest Movies. 

Bibliographic Sources:   Date   Page
Box Office   13 Mar 1972   p. 4470.
Cosmopolitan   May 1972.   
Daily Variety   3 Aug 1971.   
Daily Variety   8 Mar 1972.   
Daily Variety   13 Jun 1972.   
Hollywood Reporter   13 Aug 1971   p. 9.
Filmfacts   1972   pp. 45-48.
Hollywood Reporter   26 Nov 1971   p. 7.
Hollywood Reporter   28 Feb 1972.   
Hollywood Reporter   8 Mar 1972   p. 3, 13.
Hollywood Reporter   13 Mar 1972.   
Life   7 Apr 1972   p. 14.
Los Angeles Herald Examiner   16 Mar 1972.   
Los Angeles Times   15 Mar 1972   Section IV, p. 1, 16.
New Republic   1 Apr 1972.   
New York Times   10 Mar 1972   p. 42.
New Yorker   25 Mar 1972.   
Newsweek   20 Mar 1972   p. 113.
Saturday Review   8 Apr 1972.   
The Telegraph (London)   25 Jun 1972.   
Time   10 Apr 1972.   
Time   30 Jul 1979   p. 84.
Variety   8 Mar 1972   p. 20.

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