“My Hawks Picture”: What’s Up Doc? (1972)

To view What’s Up Doc? click here.

Next year, I plan to teach a course on romantic comedy covering the Golden Age through the contemporary era. Not surprisingly, the choices to represent the Film School Generation are limited. It’s not that there were no romantic comedies during the late 1960s through the 1970s, but it was not a preferred genre for directors like Scorsese, De Palma, Altman, Coppola, Friedkin and their socially conscious colleagues.

Fortunately, Peter Bogdanovich’s What’s Up Doc? (1972) fits the bill nicely. One characteristic of the directors of this era was their fondness for paying homage to influential or classic films; another was their reworking or deconstruction of popular genres. What’s Up Doc?, which is an homage to Howard Hawks’s Bringing Up Baby (1938), honors the classic era while updating the screwball comedy.

Bogdanovich did not actually go to film school. As a teenager, he studied acting with the legendary Stella Adler, landing a few roles in off-Broadway plays and mounting a production of The Big Knife at age 20. An avid movie-goer, he began writing monographs on directors for the Museum of Modern Art during the 1960s as well as criticism for Esquire. His writing caught the attention of producer Roger Corman, who asked Bogdanovich to do a rewrite of The Wild Angels (1966) and to serve as an uncredited second-unit director. Shortly thereafter, Corman gave the novice a chance to direct a film on the condition that he cost-cut by using footage from previous Corman productions. Also, he had to cast Boris Karloff, who owed Corman a movie. The result was Targets (1968), an impressive debut feature by any standards. Stories like this remind me just how vital Corman was to American film history because he gave so many “film school brats” their start. I also like the innocence and simplicity behind the story of Bogdanovich’s beginnings; in today’s corporate-driven Hollywood, no one gets into the business like this anymore.

WHAT'S UP DOC, from left: director Peter Bogdanovich, cinematographer Laszlo Kovacs, on set, 1972 wh

Of all the Film School Generation directors, Bogdanovich was arguably the most reverential to the films and filmmakers of the Golden Age. By the time he directed his first feature, he had already completed documentaries on Howard Hawks and John Ford. In the early years, Bogdanovich liked to refer to his films in terms of the director he was channeling when he made them. The Last Picture Show (1971) was “my Ford picture,” he would say, while What’s Up Doc? was “my Hawks picture.” (Viewers can test Bogdanovich on his claims by streaming the five titles in FilmStruck’s collection of “Early Bogdanovich,” which includes Targets, The Last Picture Show, and What’s Up Doc?.)

Pick your adjective: madcap, zany or wacky! What’s Up Doc? has been described as all three. The story revolves around four visitors to a hotel in San Francisco, each with an identical piece of red luggage. The plot is advanced by the continual misplacement of the four bags. Ryan O’Neal, a bona fide heartthrob after his starring role in Love Story (1970), proved to be adept at comedy in the role of nerdy Howard Bannister, a musicologist who keeps his collection of prehistoric musical rocks in his luggage. Howard is destined to fall in love with his polar opposite, a free spirit named Judy Maxwell, played by Barbra Streisand. Their “rocky” romance is complicated by the presence of Howard’s controlling fiancée, Eunice Burns, played by the irreplaceable Madeline Khan. A perfect screwball set-up.

Playing an uptight academic, O’Neal wore black spectacles in the film. One of Bogdanovich’s detractors claimed that the reason Howard was saddled with glasses was because the director wore them in real life. I think the author was trying to suggest that Bogdanovich equated himself with the leading man for reasons that were not particularly flattering. But, anyone who has seen Bringing Up Baby knows that Howard’s glasses are a nod to Cary Grant’s character, David. Both O’Neal and Grant were stars who were famous for their handsome good lucks and considerable charm with the ladies; in both films, the characters’ glasses, clumsiness and unflattering wardrobes denoted the opposite of the actors’ screen personas.

Judy, much like Katharine Hepburn’s character Susan in Bringing Up Baby, creates disasters wherever she goes. But, she never seems to sweat it. The love triangle between Grant, Virginia Walker and Hepburn (two uptight academics and a free-spirited screwball heroine) is echoed in What’s Up Doc? with Howard, Eunice and Judy. Some of the physical comedy from Bringing Up Baby, including the ripping of Grant’s suit jacket, is reworked nicely by Bogdanovich for his film.

What’s Up Doc? references other classic movies as well. Judy sings “As Time Goes By” from Casablanca (1941), seductively crooning to an anxious Howard whom she calls “Steve”—just as Bacall famously called Bogart’s character “Steve” in Hawks’s To Have and Have Not (1944). Wealthy Frederick Larrabee, played by Austin Pendleton, has the same last name as Bogart’s wealthy family in Sabrina (1954). And, it’s hard to watch the climactic chase through the streets of San Francisco without thinking of Bullitt (1968), though the scene is more of a spoof than an homage.

WHAT'S UP, DOC?,  director Peter Bogdanovich, on location in San Francisco, 1972

Director Robert Altman was one person who did not find Bogdanovich’s homages interesting or clever. Altman called Bogdanovich the Xerox director, because he was “copying” the work of those he idolized. But, Altman may have been angry over an incident that occurred during the production of What’s Up Doc? He wanted to cast actor Michael Murphy in his film Images (1972), but Bogdanovich refused to release him from What’s Up Doc?. Reportedly, Murphy had only one scene left to do, and his part consisted of one brief long shot in which he stands on a street holding his piece of red luggage. But, Bogdanovich did not finish the scene in time to release Murphy to do Images. Altman never forgot what seemed like a deliberate slight.

During the early 1970s, Bogdanovich was at the top of his game, which inflated an already bulging ego. The Last Picture Show was released during the production of What’s Up Doc? to excellent reviews. A pumped-up Bogdanovich quickly became the darling of the entertainment press, and photos of him alongside main squeeze Cybill Shepherd graced the covers of many magazines. When the Oscar nominations were announced, The Last Picture Show garnered eight.

Taking advantage of the publicity, Warner Bros. released What’s Up Doc? at Radio City Music Hall around Easter of 1972. Streisand and powerful Hollywood agent Sue Mengers attended the opening screening. Surprisingly, both felt the film was a disaster. Even Streisand’s manager, Marty Ehrlichman, who had not wanted her to do the film, screamed that she had ruined her film career. Streisand’s camp proved to be wrong. Within a few weeks, What’s Up Doc? was a major hit, eventually becoming the third highest grossing film of 1972. It returned $28 million on a $4 million investment.

A few short years later, Bogdanovich’s personal life turned so tragic and strange I can’t imagine how he got through it, while his directorial career took a cataclysmic nosedive. Looking back in an interview, he recalled those heady days when What’s Up Doc? became his biggest hit: “My name circled the marquee: ‘PETER BOGDANOVICH’S COMEDY.’ It was the peak of my career. It was worth a lot of the shit that followed.”

Susan Doll

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32 Responses “My Hawks Picture”: What’s Up Doc? (1972)
Posted By Emgee : July 10, 2017 6:00 am

“Howard’s glasses are a nod to Cary Grant’s character.”And Grant used them as a nod to Harold Lloyd.
A real fun movie, with a stand-out performance from the unforgettable Madeline Kahn.

Posted By Ed Buskirk Jr. : July 10, 2017 7:53 am

I’ll start by saying I love this movie. I’ve seen it dozens of times, and I laugh my fool head off every time. Streisand and O’Neal are perfect in their parts, Kahn is great as the frequently flabbergasted Eunice (with Austin Pendleton playing the best part of his career as her fascinated foil), and Kenneth Mars is a riot. And the chase scene alone would be worth the price of admission.

But as for Bogdanovich, Altman’s assessment is more than just annoyance. He made four good films in his first 15 or 20 years directing and none in the last 30. He certainly doesn’t belong in the same grouping as Scorsese and Altman, or even Coppola. (And “Film School Generation”? Capitalized? Really?) He’s more like George Lucas (and so is DePalma, when it really gets down to it, never really rising above his influences to find his own unique vision).

What’s Up Doc? is a great homage to ’30s and ’40s screwball comedies. But it probably could have been made by anyone. And it certainly didn’t break any new ground, even then it was a total throwback, screaming “they don’t make them like this anymore”. Probably the most influential ’70s romantic comedy was Annie Hall, which seems to be the prototype of the “modern” romantic comedy, and which has been ripped-off endlessly ever since. (But Allen’s own “screwball” piece, Broadway Danny Rose, is a far better film than either.)

Posted By Doug : July 10, 2017 8:48 am

Thank you, Susan, for this post. “What’s Up, Doc?” worked it’s magic on me way before I saw “Bringing Up Baby” but I love both films.
Streisand is absolutely charming in this film, and O’Neal does a fine job.
In her book, “Cybill Disobedience : How I Survived Beauty Pageants, Elvis, Sex, Bruce Willis, Lies, Marriage, Motherhood, Hollywood, and the Irrepressible Urge to Say What I Think”
Cybill Shepherd relates some very good insights into production of both “The Last Picture Show” and “Bringing Up Baby”.
I consider Bogdanovich more of a Fan than a Director. A talented Fan, but one who would rather pay homage than break new ground.
One of the books that’s been on my shelves forever is “Barbra -The First Decade” by James Spada published in 1974. It has some ‘behind the scenes’ pictures from “what’s Up, Doc?” which probably haven’t been harvested by the internet yet.
Susan, I am once more moved by a post here on this site to take a film off the shelf and watch-it’s been too long since I’ve seen “What’s Up, Doc?”. Thank you again for this post.

Posted By Susan Doll : July 10, 2017 9:49 am

Doug: Thank you so much for your kind comments. I love to read that someone is re-visiting an older film because of something I wrote, or something the other StreamLiners wrote.

Posted By Susan Doll : July 10, 2017 10:04 am

Ed: Film School Generation, or the New Hollywood, is sometimes capitalized in film history texts for the same reason that German Expressionism is capped, or the Golden Age, or Neorealism. It designates a specific historical era or movement. A contemporary film can be expressionist or neorealist in style, but The Last Laugh belongs to German Expressionism and Open City is part of Neorealism. Thus, What’s Up Doc? is part of the Film School Generation even if it is not as innovative as other films from that era. It’s just proper punctuation as per the Chicago Manual of Style, or the old-school Words Into Type, not an indicator of reverence.

Posted By swac44 : July 10, 2017 10:37 am

So would Paper Moon be his Capra film?

Posted By Ed Buskirk Jr. : July 10, 2017 11:29 am

Susan: The Declaration of Independence capitalized creator, rights, life, liberty and nature in the midst of sentences. I see no reason to do so. It’s a pretentious affectation. (I capitalize Declaration of Independence because it’s the title of a specific work. I don’t think I should have to capitalize german or english used as an adjective (though my spell-checker objects), I certainly don’t capitalize expressionism or neo-realism (my spell-checker has no objections).

Posted By Ed Buskirk Jr. : July 10, 2017 11:31 am

Susan: I find it odd that the only thing from my comment you mention is about the mechanics of written language. Nothing to say about my opinion of Bogdanovich or romantic comedy?

Posted By Susan Doll : July 10, 2017 12:22 pm

Ed: As a teacher, writer, and former editor, I try to follow guidelines suggested by style guides such as the CMOS and Words Into Type, though these sources don’t always agree 100%. I know the research and consideration that goes into their educated opinions on these matters. I concede to their authority, because I believe consistency in punctuation and grammar makes for better written communication. Though I am sure I have interpreted their guidelines incorrectly at times, I think I am a better communicator because I do follow them. Besides, I also contribute to journals, books, etc., where I have to follow a style guide.

As for your comments on Bogdanovich, I don’t have any problem with them. I probably have more of an appreciation of Bogdanovich the director than you obviously do. There are aspects to his early work that I think are clever and good–I like the reworking of classic material and the movie references; I think he was very good at casting; and, I think he was good at integrating the different performing styles of his cast into a coherent tone. I also think he understood the power of black and white in a way his peers did not. Perhaps he was never groundbreaking or innovative but there was skill there. However, I am also aware of his decline, and his ego-driven behavior, so I understand other people’s poor opinions of him. I can see the reasons for the criticisms.

IN addition, I appreciate his career as a film historian because he does a lot to keep classic cinema alive by expressing how important and vital “old movies” are in documentaries, interviews, and in his own writing. So, I prefer to celebrate what I like about him.

Posted By George : July 10, 2017 2:43 pm

“So would Paper Moon be his Capra film?”

I think Paper Moon was more influenced by Ford in general and The Grapes of Wrath in particular, especially in its photography of bleak landscapes.

“I consider Bogdanovich more of a Fan than a Director. A talented Fan, but one who would rather pay homage than break new ground.”

You could say the same thing about Quentin Tarantino. The difference is that Tarantino’s influences are not classic Hollywood — he prefers De Palma to Hitchcock, and regards Ford as a racist — but grindhouse, spaghetti western and martial arts films.

“He made four good films in his first 15 or 20 years directing and none in the last 30.”

I liked The Cat’s Meow (2001). Bogdanovich certainly has talent, and all the films of his that I’ve seen have their moments. The only one that he regards as worthless is the one with Rob Lowe. I’ve mercifully forgotten the title.

Daisy Miller (1974) is a woefully underrated and unappreciated film that deserves rediscovery.

Posted By George : July 10, 2017 2:50 pm

Susan: Every time I encounter a Millennial who is unaware of any movies made before the ’90s (except for Star Wars), i miss the Film School Generation and the audience that supported it.

Posted By Emgee : July 10, 2017 3:14 pm

One difference between Bogdanovich and his peers of the Film School Generation (why not?) is that Coppola, Scorsese et al. were as much influenced by European movies as by Hollywood movies.

Bogdanovich influences all seem to be from the Classic Hollywood era: Ford, Hawks, Hitchcock, etc.

Posted By Mark R.Y. : July 10, 2017 6:39 pm

It’s always enjoyable to read about What’s Up, Doc? – one of my all-time favorite comedies.

I would say Bogdanovich has had a satisfying output over the years – The Last Picture Show, What’s Up, Doc?, Paper Moon, Nickelodeon, Saint Jack, They All Laughed, Texasville, Noises Off, The Thing Called Love, and, just within the last couple of years, She’s Funny That Way are all excellent films. (Even the maligned At Long Last Love is fun if you watch it in the spirit of a goofy revue.)

Posted By swac44 : July 10, 2017 8:11 pm

And even though it plays a bit fast and loose with the facts (and the persons involved), I enjoyed PB’s 2001 film The Cat’s Meow, based on the circumstances surrounding the death of film pioneer Thomas H. Ince, following a voyage on William Randolph Hearst’s yacht, with Marion Davies and Charlie Chaplin in attendance.

Posted By Mike Doran : July 11, 2017 5:17 am

Interesting that nobody mentioned John Hillerman’s single scene as the hotel manager, from which grew his entire career.

“I’m sorry about your room …”

“That’s all right. We have lots of others …”

Posted By Ed Buskirk Jr. : July 11, 2017 5:46 am

George: You can’t really say the same about Tarantino. The dialogue alone makes you aware it’s Tarantino. Just because your influences show doesn’t mean you don’t have your own voice. Jean-Luc Godard’s influences show, but you know it’s Godard.

A lot of Bogdanovich films have been mentioned here in his defense, but no one has brought up the one I was referring to as his fourth (and last) good film: Mask. Did everyone forget that was him?

Posted By doug : July 11, 2017 1:39 pm

Another director I put in the ‘Fan’ category-everyone’s favorite uncle Mel Brooks. Not a criticism-not all are primary creative-they need other’s works to work against.
Brooks did start out Creative, but I’m guessing he found it easier to riff on other people’s art.

Posted By David : July 12, 2017 9:07 am

I was a young 20 year-old living in San Francisco at the time of the filming of ‘What’s Up Doc?’ I happened by accident to come across the filming in front of The Hilton Hotel (The Bristol in the film). I watched them film the scene where Barbara walked across the street to enter the Hotel, and causes an accident in her wake. Some months later, my Mother was in S.f. on Convention and was staying at The Bristol, (o.k, The Hilton). I took her to see ‘What’s Up Doc’ playing way out in The Avenues,(near Land’s End at the beach). She laughed so loudly and for so long at so many scenes, it was embarrassing, but it became her favorite film!

Posted By carolyn litalien and don : July 13, 2017 10:26 am

we are new to this site. clarify if you are associated with tcm. may i see films you discuss on tcm, or where? ps: am interested in seeing eastwood’s tne beguiled and cher in moonstruck. any help? have searched tcm’s schedule and find nothing on schedule.

Posted By carolyn litalien and don : July 13, 2017 11:14 am

before the trolls sharpen their knives, i may have my answer: i may stream films! excellent. i will look for the two titles i asked about. sincerely hope they are available.

Posted By Christian Pierce : July 13, 2017 11:22 am

Carolyn Litalien and Don: The writer to this post asked me to reply to your question. This blog covers a mix of classic, foreign and arthouse titles, specifically those streaming on FilmStruck. To clarify a bit, FilmStruck is a joint effort between TCM and the Criterion Collection. As we state on our site, “FilmStruck is the exclusive streaming home of the world’s most important films, including the Criterion Collection. You’ll find critically acclaimed films, hard-to-find gems, and cult favorites, plus a collection of bonus content for a fully curated experience. Each film is hand-picked by film experts, shown commercial-free and just as the director intended.” Hope that info helps.

As for The Beguiled (1971) and Moonstruck (1987), neither are currently schedule to appear on TCM or FilmStruck, but both are available through other online services.

Posted By Susan Doll : July 13, 2017 11:42 am

For those of you mentioning other Bogdanovich films–I am with you on Nickelodeon and The Cat’s Meow. I showed Nickelodeon in a college film series last year, and the students–who know nothing of film history unless they take my class–were intrigued.

Posted By Ed Buskirk Jr. : July 13, 2017 12:34 pm

Intrigued? By Bogdanovich’s directorial ability? Or by Hollywood history? Intrigued, in addition to being vague, isn’t exactly ringing praise when applied to a film. Intrigued is what I am before I’ve seen a film, not after. I haven’t seen Nickelodeon in 30+ years, and I barely remember it now, but at the time I didn’t think it was much better than At Long Last Love, which is at least “so bad it’s good”, and certainly not anywhere near the quality of The Last Picture Show or What’s Up Doc? (Hearts of the West was a much more entertaining film about that period in Hollywood.)

Posted By Ed Buskirk Jr. : July 13, 2017 12:46 pm

And since several people have mentioned The Cat’s Meow, I might as well, too. I’ve only seen the first 45 minutes or so, and I’m sure I’ll never bother seeing the whole thing. I’m a huge movie fan, as interested in the history of the industry, and in the people involved as I am in the films themselves. It didn’t hold my attention. (I didn’t even know it was a Bogdanovich film until his name came up in the credits, and I’d completely forgotten all about it until it was mentioned here.)

Posted By Susan Doll : July 13, 2017 2:24 pm

Ed: The audience for Nickelodeon was a mixed audience of students and adults. Adults enjoyed seeing familiar stars in their prime. Burt Reynolds is truly funny, and the entire audience laughed out loud at his scenes. The students were intrigued by the shenanigans of the industry during its pioneering days—before it was an industry. There were questions after the film, with students wanting to know more about the Patents Co. and which scenes were based on actual events. That’s how I know they were intrigued. (By the way, it is not the same time frame as Hearts of the West, which we also showed to far less positive reaction. Hearts is post WWI, maybe early 20s, meaning its post Hollywood. Nickelodeon is approx. 1908 to 1915, meaning its pre-Hollywood.)

There were a couple of filmmaking students and they were impressed with the fight scene between O’Neal and Reynolds. They remarked on how well done the choreography and blocking were. That reminded someone else of how the film was constructed with a lot of long shots, and that the blocking in every scene was well done. I was impressed that they appreciated this because the movies that students are accustomed to seeing now are all fast-paced, shaky cam-style action flicks. I suggest you give Nickelodeon a second look, esp. for a history buff like yourself. You might not like it as well as What’s Up Doc, but there is definitely merit in the film.

Posted By George : July 13, 2017 3:38 pm

Ed: MASK was not Bogdanovich’s last good film. THE CAT’S MEOW, made 16 years later, was also good. Sorry you didn’t like it.

If you really dislike Bogdanovich, see the Burt Reynolds-Hal Needham movie HOOPER, where Robert Klein plays a pretentious, egotistical director clearly based on Bogdanovich.

(Needham had handled stunts on NICKELODEON, which starred Reynolds. That’s the movie on which Burt — and Ryan O’Neal — fell out with Bogdanovich, allegedly over their refusal to pressure Columbia to hire Cybill Shepherd for that film. Columbia did not want her and she did not appear in NICKELODEON. Reynolds and O’Neal never worked with the director again.)

Posted By Ed Buskirk Jr. : July 14, 2017 4:44 am

George: I don’t dislike Bogdanovich as a director, I just think he’s quite overrated. I don’t dislike him as a film historian, although he ignores (or outright dismisses) anything he doesn’t have a personal passion for.

Posted By George : July 14, 2017 10:45 pm

I think there definitely IS a Bogdanovich “voice” (and look). It’s in his staging of scenes, his handling of actors, his use of deep focus and long takes. He tends to favor quirky and stylized dialogue, whether he writes it or not (he usually writes or co-writes his films).

Whether we like it or not, many people prefer imitations to originals, often because the imitations are faster and slicker. As Quentin Tarantino said, the Indiana Jones movies are loved by people who would never sit through an actual serial of the ’30s or ’40s.

“They wouldn’t make it through one chapter of SPY SMASHER,” he said, “let alone all 12 chapters.”

BTW, Bogdanovich and Tarantino are friends and admire each other’s films.

Posted By Ed Buskirk Jr. : July 15, 2017 8:53 am

I disagree, George. Bogdanovich made a couple of very good films, but even they could have been made by anyone. As much as I love What’s Up Doc? it doesn’t compare to Bringing Up Baby, or a half-dozen other Howard Hawks films, it sure isn’t as distinctive as a Preston Strurges film, much less Hitchcock, or Godard, or Fellini, or John Ford, or Chaplin, or Ozu, or Tarantino, or Seijun Suzuki, or David Lynch, or Wes Anderson, or Woody Allen (I could go on and on).

(I’ve seen every chapter of Spy Smasher. I’ve seen all the Flash Gordon serials. I’ve seen Radar Men from the Moon, and the rest of those Commando Cody and the Lost Planet Airmen serials.

Posted By George : July 15, 2017 2:31 pm

Not gonna argue with you anymore, Ed. Your mind is clearly made up about Bogdanovich, whose films you probably haven’t seen in decades. The fact that you only made it through 45 minutes of The Cat’s Meow indicates you DO dislike him as a director.

Posted By Ed Buskirk Jr. : July 15, 2017 8:34 pm

The fact that he directed it didn’t have anything to do with why I didn’t make it through it. It didn’t hold my interest, even though the subject does. The only other one of his films I’ve seen recently is Whats Up Doc?, about a month ago, I think I’ve seen it three times in the last year.

Posted By Fred : January 7, 2018 8:00 am

I always wondered how much of Bogdanovich’s decline was due to his throwing over of wife Polly Platt for Cover Girl Cybill.

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