There are comedies. And then there is What’s Up, Doc? I first saw this film in its original release as a young boy at The Arabian Theater in Laurel, Mississippi and loved it! When I finally rewatched it as an adult, I loved it even more!
Directed by Peter Bogdanovich, released in 1972, it stars Barbra Streisand, Ryan O’Neal and the dazzling newcomer at the time, Madeline Kahn. It’s a modern homage to the 1930s screwball comedy—full of fast talk, mix-ups, romance, and chaos.
The Plot (In a Nutshell)
First of all, four identical red plaid overnight bags with very different contents feature heavily in the plot. Pay attention to these bags in the beginning. I'm not sure its even possible to keep up with who has which bag, but that's part of the fun. Howard Bannister (Ryan O’Neal) is a musicologist on his way to San Francisco for a grant—he’s carrying prized igneous rocks (yes, rocks) that he believes hold the key to early music. Judy Maxwell (Barbra Streisand) is a whirlwind of charisma, crashing into his orderly life and dragging him into a tornado of confusion. Through hotel room fires, mistaken identities, a huge VW chase, and bags switching hands, the story rockets toward a courtroom climax as absurd as it is joyous.
The Cast: Absolute Perfection in Every Role
- Barbra Streisand as Judy Maxwell: The comedic motor of the film—her rapid-fire delivery, glint of mischief and fearless physicality bring screwball energy into the 70s.
- Ryan O’Neal as Howard Bannister: The straight man of the piece, earnest, flustered, and slowly undone by Judy’s exuberance. A fun shift from his “serious romantic” image. And even though he's playing the "nerd", he's just so darn good looking!
- Madeline Kahn as Eunice Burns: In her film debut, she plays Howard’s fiancée with high-strung perfection. Her panic, high voice and impeccable timing make her unforgettable. She steals every scene. Mel Brooks definitely relied on this character again in "Young Frankenstein".
- Kenneth Mars as Hugh Simon: A rival grant-seeker with ridiculous seriousness, adding to the comedic mayhem.
- Austin Pendleton as Frederick Larrabee: The millionaire philanthropist who holds Howard’s fate in his hands.
- Mabel Albertson as Mrs. Van Hoskins: The wealthy dame who owns the jewels in one of the overnight bags—her outrage is comedy gold. Mabel Albertson also famously played the part of mother-in-law Phyllis Stephens on the Bewitched TV show.
- Liam Dunn as Judge Maxwell: The judge in the courtroom finale, whose reactions underscore the film’s lunacy. The courtroom scene really is laugh out loud funny.
- You'll also notice Sorrell Booke (the future Boss Hog on The Dukes of Hazzard) and Randy Quaid in a small part.
Together, this cast elevates the film beyond a simple farce into a finely-tuned comedic machine.
Filming Locations
- Exterior and on-location work in San Francisco, California — the city is prominently featured throughout the film.
- The hotel scenes (fictional “Hotel Bristol” in the film) were shot at the Hilton San Francisco Union Square located at 333 O’Farrell Street in San Francisco.
- Some interiors and studio work were done at the Warner Bros. Studios – Burbank in Los Angeles (for controlled indoor shooting).
- Notable chase-/street locations in San Francisco: for example, the memorable plate glass crash sequence was filmed at the junction of Balboa Street and 23rd Avenue in the Richmond District.
The Style: Screwball Reimagined
Bogdanovich doesn’t just make a screwball comedy—he embraces it whole-hog. The film pays loving tribute to classics like Bringing Up Baby by Howard Hawks (1938): fast dialogue, chaos built on courtesy, romance tangled with mayhem.
Visually the movie sparkles: San Francisco’s hills become a playground for car chases (and bikes), the hotel hallway seems like a stage set (that elevator dinging and the constantly slamming doors), and the opening credits (featuring Barbra singing “You’re the Top”) announce the tone: elegant yet insane.
The jokes are sharp, the pace relentless. The mix‐ups (four identical overnight bags!) turn domestic logistics into comedy of errors. And by the time you reach the courtroom, the film has fully committed to delightful absurdity.
Legacy & Why It Still Entertains
Upon its release, What’s Up, Doc? was a box-office success and is frequently cited as one of Streisand’s best non-musical performances. Its charm lies in the fact that it doesn’t just replicate old screwball tropes—it revives them with modern energy, star power and wit.
Decades on, it remains astonishingly fresh: the humor isn’t rooted in nostalgia alone, it’s genuinely well-constructed. The mix of romance, farce and physical comedy resonates because the actors are game, the direction is bold and the style is self-aware without being cynical.
For fans of vintage-style comedy or anyone seeking a rom-com that isn’t safe and sedate, this film is the perfect choice.