
The 1972 screwball comedy film What's Up, Doc? was directed by Peter Bogdanovich and stars Barbra Streisand, Ryan O'Neal, and Madeline Kahn in her big-screen debut. The film is an homage to classic comedies of the 1920s, '30s, and '40s, featuring a music professor who travels to San Francisco with his fiancée, Eunice Burns, where he meets the disaster-prone college student Judy Maxwell, played by Streisand. The film involves jewel thieves, secret agents, car crashes, dining disasters, and a Chinese dragon. It was a critical and commercial success, grossing $66 million in the United States and Canada and receiving a nomination for the Golden Globe Award for New Star of the Year – Actress for Madeline Kahn.
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What You'll Learn

Barbra Streisand's performance
Streisand's performance in the film showcases her comedic talents and lunatic sense of humour. Her character, Judy Maxwell, is described as an "anarchic force" and a "hot lady bug" who brings chaos and disorder wherever she goes. Streisand's comedic timing and delivery are evident in the film, with one reviewer commenting that the film has "that kind of staying power" where "you can quote almost every line verbatim". Streisand's singing voice is also highlighted in the film, with her solo performance of "You're the Top" from Cole Porter's musical "Anything Goes" during the opening credits being particularly memorable.
Despite initially disliking the script and predicting that the film would be a flop, Streisand's performance in What's Up, Doc? proved to be a success, with the film becoming the third-highest-grossing film of 1972. Streisand and O'Neal's on-screen pairing was praised for its intuitive ease and reciprocal devotion, with the two being described as a perfect comedy duo. Streisand's performance, in particular, was noted for its energy and hilarity, with one critic commenting that she had never been more likable.
Overall, Barbra Streisand's performance in What's Up, Doc? is a highlight of the film, showcasing her comedic talents, singing abilities, and on-screen chemistry with her co-star. Her portrayal of the chaotic and endearing Judy Maxwell has ensured that the film remains one of her most beloved and memorable roles.
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The film's critical reception
The film received generally positive reviews from critics. On Rotten Tomatoes, it holds an approval rating of 89% based on 44 reviews, with an average rating of 7.3/10. The site also ranks it as the 61st greatest American comedy. The New York Times' Vincent Canby called it a "beautifully disordered farce", while Peter Schjeldahl of The New Yorker was less impressed, slamming it as a "plague" and "offensive in the extreme". John Simon, a notoriously caustic critic, described Barbra Streisand's appearance in unflattering terms and called the film a "heavy-handed attempt at nostalgia".
Despite some negative reviews, the film was a commercial success, becoming the third-highest-grossing film of 1972. It grossed $66 million in the United States and Canada against a budget of $4 million. The film also received recognition from the Writers Guild of America, winning the 1973 "Best Comedy Written Directly for the Screen" award for writers Buck Henry, David Newman, and Robert Benton. Additionally, Madeline Kahn was nominated for the Golden Globe Award for New Star of the Year – Actress for her role in the film.
The film has been praised for its light-hearted and fun tone, with one reviewer calling it "easy to watch". Streisand and O'Neal's on-screen partnership has been described as a "perfect comedy duo", and the film as a whole has been labelled a "comic masterpiece". Kahn's performance in her big-screen debut has also been highlighted as a scene-stealing turn, with one reviewer stating that she "steals the show".
Although the film has been criticised as a "real-life rendition of Looney Tunes" and "chaotic for absolutely no reason", it has also been recognised as a unique and noble effort to recreate the comedy stylings of a bygone era. The film's homage to classic screwball comedies of the 1930s and 1940s has been noted, with one reviewer commenting that it is "never completely convincing" in this respect, but nonetheless a fun and eccentric addition to the genre.
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The plot and its elements
"What's Up, Doc?" is a 1972 American screwball comedy film directed by Peter Bogdanovich and starring Barbra Streisand and Ryan O'Neal. The film is intended as an homage to the comedy films of the 1920s, '30s, and '40s, particularly "Bringing Up Baby" and Warner Bros. Bugs Bunny cartoons. The plot of "What's Up, Doc?" is a dizzying and chaotic story that involves spies, crooks, scholars, and assorted identical red-plaid bags. At its core, the film follows Howard Bannister (Ryan O'Neal), a music professor who arrives in San Francisco with his fiancée, Eunice Burns (Madeline Kahn). Their lives take a turn when they meet Judy Maxwell (Barbra Streisand), an anarchic force who sets her sights on Howard.
Judy Maxwell, played by Streisand, is a disaster-prone college student who constantly finds herself in trouble, from car crashes to encounters with jewel thieves and secret agents. Her outrageous efforts to insert herself into Howard's life lead to a series of comedic mishaps and adventures. The film also features a cast of eccentric characters, including Kenneth Mars, Austin Pendleton, Sorrell Brooke, and Mabel Albertson, adding to the chaos and humour of the story.
One of the notable elements of "What's Up, Doc?" is its use of music. While not a musical, the film contains singing and other musical moments. The song "You're the Top" from the Cole Porter musical "Anything Goes" is featured as a solo and duet during the opening and closing credits, respectively. Other songs from the same musical, such as "Anything Goes" and "I Get a Kick Out of You," are also included as background music. Additionally, the character of Howard is shown to have a peculiar interest in striking rocks with tuning forks throughout the film, adding a quirky layer to his character.
As the story progresses, the plot becomes even more chaotic, with a fire in a hotel room, a reception in an upscale Victorian home that turns into a pie fight, and a wild chase through San Francisco on a delivery bike and a stolen Volkswagen Beetle. Ultimately, the film concludes with Howard and Judy fleeing with all four bags, pursued by various characters they have encountered throughout their adventures. "What's Up, Doc?" is known for its light-hearted and fun tone, clever stunts, and perfectly timed comedic moments, making it a beloved classic in the screwball comedy genre.
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The music in the film
Although What's Up, Doc? is not a musical, it contains some singing and other musical moments. The film's music is diegetic, with no underscoring. The song "You're the Top" from the Cole Porter musical "Anything Goes" is sung as a solo by Barbra Streisand during the opening credits and as a duet with Ryan O'Neal during the closing credits. The same musical also 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. "Funiculì, Funiculà" is whistled by the Streisand character as she crosses the street into the Bristol Hotel before the first hotel lobby scene. About two-thirds of the way into the film, Howard accompanies Judy at a piano as she sings the beginning of "As Time Goes By", made famous in the film Casablanca.
The film also features a scene where Howard strikes several rocks with tuning forks and listens to the resulting sound. Tuning forks are made to resonate at a fixed pitch, so no matter what object is struck, the sound remains the same. This quirk adds to the comedic and eccentric tone of the film.
What's Up, Doc? is a 1972 American screwball comedy directed by Peter Bogdanovich and starring Barbra Streisand and Ryan O'Neal. It was intended to pay homage to the comedy films of the 1920s, '30s, and '40s, particularly Bringing Up Baby and Warner Bros. Bugs Bunny cartoons. The film was a success, becoming the third highest-grossing film of 1972 and receiving positive reviews. It won the Writers Guild of America (WGA) 1973 "Best Comedy Written Directly for the Screen" award.
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The cast and their characters
The cast of 'What's Up, Doc?' features Barbra Streisand as Judy Maxwell, a disaster-prone college student who becomes smitten with Professor Howard Bannister, played by Ryan O'Neal. Streisand's comedic talent is on full display in the film, and she delivers a memorable performance that has endured as one of her most beloved roles. Ryan O'Neal, as Howard Bannister, brings charm and wit to his portrayal of a sober, bespectacled music professor.
Madeline Kahn makes her feature film debut as Eunice Burns, Howard's hilariously no-nonsense fiancée. Kahn's brilliant performance steals every scene she's in, as her character navigates a range of emotions and situations, from screaming and firing handguns to suffering every indignity imaginable.
The supporting cast includes well-known names from the early 1970s comedy scene, such as Kenneth Mars, Austin Pendleton, Sorrell Brooke, Mabel Albertson, and Liam Dunn. The film also features an appearance by Barbra Streisand's character whistling "Funiculì, Funiculà" as she chases a pizza delivery man.
The film is directed by Peter Bogdanovich, who intended it as an homage to the classic screwball comedies of the 1920s, 1930s, and 1940s. It became a huge success, grossing $66 million in the United States and Canada against a budget of $4 million and becoming the third-highest-grossing film of 1972.
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Frequently asked questions
'What's Up, Doc?' is a screwball comedy film directed by Peter Bogdanovich and starring Barbra Streisand and Ryan O'Neal. The plot involves a music professor, Howard Bannister, and his fiancée Eunice Burns, who travel to San Francisco to compete for a research grant. However, when Howard meets Judy Maxwell, a disaster-prone college student, she becomes smitten and her outrageous efforts to pursue him result in chaos, including car crashes, dining disasters, and encounters with jewel thieves and secret agents. The film also features spies, crooks, scholars, and a variety of identical red plaid bags.
Ryan O'Neal, who plays the male lead Howard Bannister in 'What's Up, Doc?', was born in Los Angeles, California, and therefore is not Austrian.
'What's Up, Doc?' won the Writers Guild of America (WGA) 1973 "Best Comedy Written Directly for the Screen" award for its writers Buck Henry, David Newman, and Robert Benton. The film was also ranked highly on several lists by the American Film Institute (AFI) and the Writers Guild of America (WGA).















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