Guilty Pleasures: What’s Up, Doc?

Barbra Streisand,Ryan O’Neal,"What's Up, Doc?"I grew up in a small central Illinois town with no movie theater. So, as a kid with five older siblings, going to the movies was a rare treat, as it was nearly impossible for my parents to logistically corral all of us and find a film that worked for everyone.

Prior to turning eight, I remember being taken on two excursions, both involving Disney films at Peoria theaters that no longer exist: The Love Bug at the Peoria Drive-In (where I spent more time playing with siblings) and Never a Dull Moment at the Rialto (where I fell asleep).

Still, through all of my older brothers and sisters, I was aware of movies, even if I wasn’t old enough to see them. In 1972, one of my sisters saw What’s Up, Doc? with Barbra Streisand and Ryan O’Neal and reported back that it was appropriate for the family, which my parents verified by checking the ratings in the Catholic Post.

So, on one spring evening before turning nine, my family went to the Fox Theatre for “What’s Up, Doc?” and it holds the esteemed honor of being the first film for grown-ups that I ever saw.

For nearly 40 years, it has remained a guilty pleasure of mine, the film I want to watch when I’m in the mood for some well-crafted silliness. As a kid, I didn’t appreciate that Peter Bogdanovich was paying tribute to a bygone era, one of silent screen comedians and screwball comediennes. I just remember laughing out loud at the visual gags and verbal wordplay, and it was love at first sight with the comedic gifts of Madeline Kahn.

For the uninitiated, the story is about a red plaid bag – actually, four of them, all identical. What I love about the story is that it takes mere minutes to be completely immersed into the plot. The first bag contains secret government documents in the hands of Mr. Smith (Michael Murphy), who is being pursued by Mr. Jones (Phil Roth). Howard Banister (O’Neal) also has bag containing his precious rocks. An absent-minded musicologist, he is traveling with his fiancée Eunice (Kahn) to a conference. Judy Maxwell (Streisand) owns the third bag, which contains her belongings. Finally, Mrs. Van Hoskins (Mabel Albertson) stores her jewels in bag #4, which hotel employees (Sorrell Brooke and Stefan Gierasch) are trying to steal.

All parties end up at the same hotel in San Francisco, staying on the same floor. Judy, who appears to be homeless, wanders into the hotel, sets her sights on Howard – who she calls Steve – and ends up in an empty hotel room without paying. That night, at the conference, Judy impersonates Eunice while a flustered Howard isn’t sure what to think. Meanwhile, the various parties involved with the secret documents and the jewel theft end up in a round of musical rooms like a French farce, and the bags exchange hands so often that even the audience doesn’t know which is which.

To say more would require much explanation and a flow chart, and that would detract from the fun. Suffice to say there’s a fire, a car chase, and an ending that brings everyone together in front of a confused judge (Liam Dunn).

Bogdanovich does a great job of layering in all sorts of sight gags and verbal volleys between characters. I remember Harold Lloyd discussed how he layered gag upon gag when he made a movie. Since Bogdanovich is paying tribute to these comedies, he applies the same principle to “What’s Up, Doc?” While some gags don’t work, most of them do (one of my favs is Eunice’s shoes making black squiggles on a ballroom floor as she’s carried away after fainting). Bogdanovich also keeps the pacing crisp, so even a stale visual like someone absent-mindedly walking into the street and the resulting car crash doesn’t feel forced.moviefanfare

That Bogdanovich chose to follow up his moody drama The Last Picture Show with this high-spirited screwball comedy was a bold movie, and he again demonstrates his gift for capturing the atmosphere of a script. “Doc” clearly revives a genre, along with its flair and panache, that was so prevalent during the 1930s.

The stars understand the pacing and rhythms of this bygone era and run with it. Streisand’s character comes on inexplicably strong, but the pairing of Judy with the bland yet appealing Howard (O’Neal at perhaps his likeable best) works. Their final exchange – which may be lost on younger movie fans – is a wonderful jab at O’Neal’s Love Story, released two years earlier.

It’s the large supporting cast that really shines, led by the supreme Kahn, wearing a marvelous flip wig in her first film. Even the simple utterance of “Howard” comes off her lips in a multitude of hilarious ways. Dunn is also terrific in only one scene toward the end. His judge attempts to understand what’s going on, mixing confusion, frustration and contempt into one hilarious combination.

Someone recently expressed surprise that I would select “What’s Up, Doc?” as my guilty pleasure, as she viewed the film as a good rather than a bad one. Her comments made me think about the definition of a guilty pleasure.

After much deliberation, I decided that a guilty pleasure is a film that may not have won Oscars or is studied in film school but is one that brings joy to the viewer, whether it’s a universally liked film or one that’s universally panned. It also recalls fond memories.

And that sums up “What’s Up, Doc?” for me – a big barrel of fun mixed with the recollection of discovering the world of grown-up films. The Fox Theatre may be long gone, but after 40 years, I still laugh out loud at this zany comedy.

Classicfilmboy is a former movie critic who has been in love with films from an early age. His favorite time period is the studio era, from the days of the silents through the mid-1960s. He also teaches noncredit film classes in the Chicago suburbs. You can visit his website at