Classic Corner: What’s Up, Doc?

What an experience it must have been to see Barbra Streisand onscreen for the first time. 1968’s Funny Girl announced the arrival of an unparalleled performer of myriad talents. That instantly recognizable, liltingly nasal voice that could transform, in seconds, into a powerful, operatic belt of untethered emotion. Her coquettish gaze, with those big eyes widening in innocence or surprise, or narrowing in anger or desire. The smooth grace of her movements, even when she was being performatively awkward. Streisand could talk you into anything—into love, into betrayal, into regret, into trust—and she could make you laugh with her slyness, her snark, and her comedic timing. She was the kind of multi-hyphenate performer that today’s singer-actor-influencers wish they were, and it is through her unwavering commitment to the bit that 1972’s What’s Up, Doc? is enjoyable at all. 

What’s Up, Doc? was a smash box office success from filmmaker Peter Bogdanovich, who enlisted screenwriters Buck Henry (of The Graduate) and collaborators David Newman and Robert Benton (of Bonnie and Clyde) for help pulling together a script in a couple of months in the summer of 1971. A winking satire that nods toward numerous other iconic Hollywood films (Bullitt, Love Story, Safety Last!, animated Looney Tunes shorts) before poking them in the eye, What’s Up, Doc? had both passionate defenders and confused critics. For The New York Times, Vincent Canby described it as “a very funny, most genial, contemporary farce in possession of its own cockneyed intelligence.” In a 1975 piece for The Washington Post about Streisand’s career, Tom Donnelly called the film “mystifyingly popular,” with “miserable circumstances.” And for The New York Times again, Peter Schjeldahl went a step further, calling the film a “plague” that was “some kind of simulacrum of a movie, a celluloid zombie.” 

Watching What’s Up, Doc? now (streaming on HBO Max), nearly 50 years after its release, is to come away with the sense that Donnelly and Schjeldahl were right in their concern and disdain. In the decades since What’s Up, Doc?, Hollywood has only become more reliant on nostalgia fetishization, on the mining of existing IP, on sequels and prequels and reboots and revamps and Easter eggs and crossovers. As an art form, film is self-referential, and it would be foolish—and impossible—to hope that movies would never acknowledge each other, that creators would hide their influences, or that something truly, wholly, objectively new could arise out of the cinematic stew. 

But there has to be a line, hasn’t there? A boundary of some kind? Drawing a direct connection between a movie like What’s Up, Doc? and, say, Ready Player One, or Free Guy, or Space Jam: A New Legacy, or any other movie that undervalues its audience’s intelligence by loading up on characters and plot points and production design details you can recognize as something with which you are already familiar, instead of something you want to discover for the first time, might not necessarily be fair. Because at least What’s Up, Doc? has Streisand, and despite the film’s myriad shortcomings, irritations, and annoyances, she is an effervescent, ebullient delight.

The plot of What’s Up, Doc? is silly and convoluted, but we must discuss it, so let’s not tarry longer. In San Francisco, four identical plaid suitcases cause an increasingly tense array of trouble. The befuddled, head-in-the-clouds music professor Howard Bannister (Ryan O’Neal) is using his to store igneous rocks that he theorizes were used by early man to make music. Elderly socialite Mrs. Van Hoskins (Mabel Albertson) has turned hers into a mobile jewelry box, stuffed with diamonds and other precious gems. The nefarious-seeming Mr. Smith (Michael Murphy) has files marked “TOP SECRET” in his. Only the clever, chatty, and tricksy Judy Maxwell (Streisand) is using her suitcase actually as a suitcase for clothes (and a large dictionary), but once she arrives at the hotel where the other characters are staying, she becomes, well—unbelievably irritating. 

Within seconds of laying eyes on the admittedly tall, admittedly handsome Howard, she decides she must have him: engineering a meet-cute with him in the hotel drugstore, flirting endlessly, and literally tearing off his clothes. The fact that Howard is engaged to the admittedly bossy, admittedly unimaginative Eunice Burns (Madeline Kahn), to whom he mostly just says “Yes, Eunice,” doesn’t derail Judy’s plans of romantic conquest one bit. She pretends to be Eunice to sneak her way into the Conference of American Musicologists Convention to eat dinner with Howard, and is nonplussed when the real Eunice is dragged out of the room. She sneaks into his bedroom, lounges in a bubble bath, and then falls on top of him when he flees. Eventually Judy and Howard realize they’re in love after performing the Casablanca classic “As Time Goes By” together, stealing some kisses, and fleeing from various pursuers intent on getting their hands on all four plaid suitcases. On a bicycle, through a Chinese New Year parade, in a Just Married!-decorated Volkswagen Beetle they swipe from a wedding, in between a pair of passing trains, around a pouring cement truck, and off a dock and into the water. Then they appear before a judge who turns out to be Judy’s father; survive an altercation with Howard’s rival, Hugh Simon (Kenneth Mars), who Judy reveals as a plagiarist; confirm that Eunice and Howard’s engagement is over; and finally get on a plane back to Howard’s conservatory, where Judy is going to enroll as a student, and where the two will start a relationship.  

It’s a lot! And none of the criticisms of Judy’s behavior are strictly to “slut shame” her! Problematic protagonists are often the most interesting kind! But the superficial qualities of this character, her rampant selfishness, and her “Who, me?” seductive style would all be repellant if it weren’t for that innate Streisand charisma elevating What’s Up, Doc? Only through Streisand’s fast-talking, loose-limbed, and wide-smiled performance could Judy come to life in a way that wasn’t totally abhorrent, and the character only seems to come out unscathed because Streisand wills it to be so. Because otherwise, What’s Up, Doc? has a strange relationship with its female characters, in that most of them are abused for laughs. O’Neal’s Howard is handed the ability to break the fourth wall, to stare directly into the camera and despondently say “Help” and “I’m having a nightmare.” The worst thing that happens to this utterly useless man is that two women backstab and one-up each other over him. 

Instead, What’s Up, Doc? derives its humor from mocking Eunice (her matronly outfits, her wig) and mocking Mrs. Van Hoskins (she’s tripped, she’s shoved around), as if Judy’s storytelling skill and her book smarts somehow protect her from mockery and negligence and abuse at the hands of men. In a strangely meta twist, some contemporaneous reviews only focused on preconceived notions of Streisand’s outsized sense of herself. Canby sniffed at Streisand’s performance, saying “her limitations and her talent, both of which are large,” and also praised Bogdanovich for “his success in scaling down Miss Streisand’s superstar personality to fit the dimensions of farce.” Did Bogdanovich, though? Not really. Streisand’s vivaciousness, her ability to roll with the film’s freewheeling plot and slapdash energy, and her winks at the audience remain some of the only successful elements of What’s Up, Doc?, a movie that foretold a grim future of existing-IP recognizability at the expense of originality.  

“What’s Up, Doc?” is streaming on HBO Max

Roxana Hadadi writes about film, television, and culture with sides of judgment and thirst. She is a Tomatometer-approved critic on Rotten Tomatoes and a member of the Washington DC Area Film Critics Association, the Alliance of Women Film Journalists, and the Online Film Critics Society. She holds an MA in literature and lives outside Baltimore, Maryland.

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