Peter Bogdanovich was obsessed. He didn't just want to make a movie; he wanted to resurrect a ghost. That ghost was the 1930s screwball comedy, a genre that had basically died out by the time 1972 rolled around. Then came Barbra Streisand What's Up Doc, a film that defied every industry expectation. It shouldn't have worked. You had a director coming off the somber, black-and-white grit of The Last Picture Show, a leading lady known for powerhouse musicals, and a leading man, Ryan O'Neal, who was the king of the tear-jerker.
People expected a disaster. They got a masterpiece of timing.
The plot is famously ridiculous. It’s built around four identical plaid overnight bags. One contains top-secret government documents. One is filled with stolen jewels. One belongs to an eccentric musicologist named Howard Bannister (O’Neal) and is packed with igneous rocks. The last one belongs to Judy Maxwell (Streisand) and is full of... well, whatever Judy needs to cause chaos. When all four bags end up at the same San Francisco hotel, the result is a domino effect of physical comedy that hasn't been matched since.
The Chaotic Brilliance of Judy Maxwell
Streisand’s performance in this film is a revelation. Before this, the world saw her as the voice of a generation—the dramatic force of Funny Girl. In Barbra Streisand What's Up Doc, she stripped away the artifice. Judy Maxwell is a perpetual student, a walking encyclopedia of useless knowledge, and a professional disruptor. She doesn’t have a job. She doesn’t have a home. She just has an insatiable appetite for sandwiches and Howard Bannister.
"I know I'm different, but from now on I'm going to try to be the same," she tells Howard. It's a lie, obviously.
What’s fascinating is how Streisand uses her voice here. It isn't for singing. It's for rapid-fire delivery that mimics the great Carole Lombard or Katharine Hepburn in Bringing Up Baby. Bogdanovich famously pushed her to play the role without her usual "star" mannerisms. He wanted a cartoon character come to life. Honestly, it's probably the most relaxed she’s ever been on screen. She’s eating throughout half her scenes. She’s lounging. She’s being a complete nuisance. And you cannot take your eyes off her.
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Why the San Francisco Car Chase is a Technical Miracle
If you talk about this movie, you have to talk about the chase. It’s legendary. It’s twenty minutes of escalating absurdity that involves a delivery bike, a Cadillac, a Volkswagen Beetle, and a giant pane of glass. It cost roughly $1 million to film—which was a staggering amount for a single sequence in the early 70s.
Bogdanovich refused to use traditional stunt shortcuts. When you see that car flying down the concrete stairs of San Francisco, that's real. When the bikes crash into the Bay, that's real. There’s a specific beat where a group of people are carrying a large sheet of glass across the street. In any other movie, the car goes through it. Here? They keep missing it by a fraction of an inch, over and over, until the payoff finally hits. It’s a masterclass in tension and release.
It’s also a love letter to the city. From the steep hills to the foggy docks, the geography of San Francisco isn't just a backdrop; it’s the primary antagonist for Howard Bannister. Ryan O’Neal’s performance is frequently overlooked, but his "straight man" work is impeccable. He spends the entire movie looking like he’s on the verge of a nervous breakdown, which is exactly what the role requires.
The Supporting Cast You Forgot About
While everyone remembers the leads, the ensemble is what anchors the madness. Madeline Kahn made her film debut here as Eunice Burns, Howard’s high-strung, overbearing fiancée. Her performance is a textbook on how to play "annoying" without losing the audience’s interest. The way she shrieks "Howard!" has become a permanent part of the comedy lexicon.
Then you have:
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- Kenneth Mars as the pretentious, accent-shifting rival musicologist Hugh Simon.
- Austin Pendleton as the neurotic Frederick Larrabee.
- Liam Dunn as the increasingly bewildered Judge.
Every single one of these actors treats the absurd dialogue with deadly seriousness. That’s the secret. If the actors think the situation is funny, it isn't. If they think their lives depend on finding a plaid bag full of rocks, it’s hilarious.
A Comedy Without a Modern Equivalent
It’s hard to find movies like Barbra Streisand What's Up Doc today. Modern comedies often rely on improv-heavy riffing or gross-out humor. This film relies on geometry. It’s about where people are standing in relation to a door. It’s about the sound of a hotel room door clicking shut at the exact moment another one opens.
The script, worked on by Buck Henry, David Newman, and Robert Benton, is lean. There isn't a wasted word. Even the title is a meta-joke, referencing Bugs Bunny, which makes sense because Judy Maxwell is essentially a sexy, human version of the trickster rabbit. She enters a room, creates a vacuum of logic, and leaves everyone else to deal with the wreckage.
Critics at the time were somewhat divided. Some thought it was too derivative of old Hollywood. They missed the point. It wasn't trying to be "new." It was trying to prove that the mechanics of laughter don't age. If you trip a guy at the right moment, it's funny in 1938 and it's funny in 1972. It turns out, it's still funny now.
The Legacy of the Plaid Bags
When the film was released, it became the third highest-grossing film of the year. It out-earned almost everything except The Godfather. Think about that. In a year defined by gritty, cynical cinema, audiences flocked to see a woman in a newsboy cap cause a multi-car pileup.
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It proved that Streisand was a comedic force of nature. It proved that Bogdanovich wasn't just a "serious" auteur. And most importantly, it gave us a blueprint for the romantic comedy that doesn't rely on "will they, won't they" tension, but rather "how will they survive this" tension.
If you’re looking to revisit or discover this classic, don’t just watch it for the nostalgia. Watch it for the craftsmanship. Watch the background of the scenes. Notice how many things are happening simultaneously. It’s a clockwork toy of a movie.
Actionable Insights for Movie Lovers:
- Watch the 'Table Manners' Scene: Pay close attention to the scene in the hotel pharmacy. It’s a perfect example of how to use props to build character—notice how Streisand handles the items on the counter.
- Track the Bags: On a second viewing, try to follow the physical location of all four bags throughout the film. It is a perfectly logical puzzle; the filmmakers never "cheat" by teleporting a bag to a new location.
- Compare with 'Bringing Up Baby': If you really want to see the DNA of this film, watch the 1938 Cary Grant/Katharine Hepburn classic immediately after. You'll see exactly which beats Bogdanovich was honoring and which ones he was subverting.
- Check the Soundtrack: Listen for the way the music shifts during the chase. It utilizes classic motifs that heighten the "cartoonish" reality of the film, bridging the gap between cinema and animation.
The magic of this film isn't just in the jokes; it's in the effortless way it makes high-level technical filmmaking look like a breezy afternoon in San Francisco. It remains the high-water mark for the American screwball revival.