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

  • Irv Slifkin

    This film holds up extrmely well and remains as funny today as the day it came out. The directors’ love for classic screwball comedies are obvious and he relaly nails the salute with the pacing, dialogue, plot complications and casting.

  • The Lady Eve

    This is one of Peter Bogdanovich’s great films, though so different from his better known “The Last Picture Show” and “Paper Moon.” With “What’s Up, Doc?” he honored screwball and Howard Hawks with a wonderful homage. He didn’t miss a beat – and it’s a favorite of mine.

  • Quasiblu

    I’m all for singing What’s Up Doc’s praises — no guilty pleasure here! With a screenplay by Robert Benton and Buck Henry, it is one of the great comedies of all time. The uncanny thing about it is that it never loses any of its comedic punch because of the script and because of the talent of the ensemble cast. Each actor gave their characters so much life and eccentricity that you felt like you knew them 100% by the end of the film.
    The exchange between the judge (Liam Dunn) and “Hugh Simon” (Kenneth Mars) still kills me to this day. The comedic writing talent just does not exist today to create this kind of brilliance.

  • Allen Hefner

    I agree with all of you. I have loved this film since I first saw it in the theater. The supporting cast is incredible, esp. Ken Mars as the Russian musicologist and Austin Pendleton as the rich patron. And Liam Dunn cracks me up!

    There have been a lot of films with chases in San Fran, but this chase takes the cake…right down to the very end when one police car stops before plunging into the bay, only to be hit by a second police car that finishes the job. And in a nod to Volkswagen commercials, the beetle is seen floating away.

  • Trystan

    Love ‘What’s Up Doc?. As strong as everyone is, Madeline Khans performace lives in my mind today. It was her first film foray, but rarely have i seen abetter, funnier debut, kenneth Mars and Liam dunn run a fun second, this is certainly a guilty pleasure !

  • Ian

    One of my all-time faves!

  • Naturally Curlie

    You could’ve at least mentioned BRINGING UP BABY as DOC was a take off of it.

  • ww

    How is this a guilty pleasure? It’s just total pleasure!

  • G. Darrell Russell, Jr.

    Agreed. This is an alltime great comedy. It has layers of laughs with frenzied, relentless slapstick. And Barbara Streisand is funny and beautiful.

  • Al Featherston

    Love this film too … no need to apologize for admirning it.

    I love the way Bogdanovich plays with the fact that Streisand is such a great singer … we get three bars or an incredible interpretation of “As Time Goes By” (I would love to get the full version), then a couple of wonderful Streisand Cole Porter songs over the opening and closing credits.

    Not sure I like the joke at the end — where Ryan O’Neal makes fun of his classic sappy line in “Love Story” — it seems a little cynical to me. Otherwise, a great movie.

  • Hilary

    It’s hard to find a movie that my whole family enjoys. What’s Up Dock? is one of those rare movies that everyone just adores. We watch it together at least once a year. My favorite comdey of all time!

  • Kenneth Morgan

    I agree; it’s a very funny movie. And there’s the surprise cameo appearances just after those great last lines from Streisand and O’Neal.

  • Gord Jackson

    I’m not normally into slapstick/screwball but “What’s Up Doc?” is an exception. The ensemble cast is brilliant, and when Streisand pipes “You’re the Top” I keep asking myself, “Ethel who?” Mindblowing!!

  • Craig Stockton

    And my favorite line comes from Barbra when Ryan threatens to call the cops when he finds her in his bathtub – “Fine. Who do you think they’ll arrest – the girl in the tub or the guy with his pants down?”

    But truly Madeline owns this movie. Amazing actress.

  • Kyle

    A Guilty Pleasure implies the movie isn’t really that good, but for some reason or another repeatedly entertains you. “What’s Up, Doc?” is a comedy classic and ranks at 61 on AFI’s 100 Years … 100 Laughs, higher than Caddyshack, Mr. Deeds Goes to Town, and Bananas, to name a few. No one should EVER feel guilty recommending this to friends! It’s in my top 5 favorite comedies, with Young Frankenstein, A Shot in the Dark, Airplane!, and Arsenic and Old Lace.

    • CheLvy

      Thanks Dayalan, there are more utepads due in respect of new cast members and new footage very soon. Film due for release in 2012, Kind Regards, Trevor Clarke (a.k.a Musso)

  • John R.

    One of my all-time favorite comedies. Madeline Kahn was brilliant in a memorable screen debut. It was also an amazing achievement for Bogdoanovich, who reunited O’Neal and Kahn a year later in “Paper Moon” with roles COMPLETELY different from the ones they played in “What’s Up, Doc?” Sadly, we lost Madeline Kahn much too soon.

  • George Matusek

    Allen Hefner mentions that the great late Kenneth Mars portrays a Russian musicologist — no, he’s supposed to be of Yugoslavian descent — director Bogdanovich is poking fun at hyper-critical Yugoslav critic John Simon.

  • oscarjaffee

    I, too, don’t think of “What’s Up, Doc?” as a guilty pleasure. I’m PROUD to call it one of my favorite films of the 70s. Madeline Kahn deserved an Oscar nomination for her performance. Liam Dunn was also wonderul and hilarious in his courtroom scene.

  • Barry Monush

    Why do you use such a condescending term as “guilty pleasure” about a funny movie like WHAT’S UP DOC? Why use it about ANY film? If you like a movie, just like it – don’t act like you need to apologize for enjoying something that might not be “approved” by film snobs.

  • DIRK

    Madeline Kahn will forever be climbing UP those rickety stairs at 459 Dorella Street in those powder blue, huge minnie mouse shoes!!!!

  • BDavis Fan

    No “guilt”, just pure PLEASURE! “What’s Up Doc” is certainly that; one of the funniest films I have ever seen. Anyone who doesn’t at least chuckle at the comedic genius of the incomparable Madeline Kahn needs either a coronary resuscitator or a coffin!

    • Mehman

      likmotita on August 30, 2011 I like that I am a grateful person. I love being able to show my appreciation to others and count all of my blessings. I dont like taking things for granted, because life is so special and the people you love should feel they are loved.

  • Janet

    My father took me and my siblings to see this one Friday night when it first opened. All these years later, it is STILL a family favorite!!!!

  • defmamaG

    This movie is on my list of 10 best films, regardless of what any film critic might say about it. Let’s not forget what movie watching is all about. Entertainment. I laughed out loud in the movie theater when the film was first released. A rare thing for me.