The Last Picture Show had been one of the previous fall's biggest commercial and critical successes. That film was a valentine to a bygone era of American life and American cinema; it felt like a great 1950s drama that you'd never seen, but with the frankness and freedom to tell its story with (sometimes painful) truth. So when Warner Brothers asked him to make a drama with Barbara Streisand, he had enough cachet to not only convince them to finance a freewheeling farce instead (from his one-line story--basically, "a professor and a dizzy dame"), but to get Bonnie and Clyde screenwriters David Newman and Robert Benton to write it--and then to get The Graduate screenwriter Buck Henry to do a rewrite. Not a bad crew of scenarists for your second big movie.
The story they concocted is absolutely bewildering, but that doesn't matter match; it's mostly a clothesline to hang gags and banter on. Basically, it is the tale of four matching cases, which somehow all end up in the rooms off one hallway in a San Francisco hotel. One is full of stolen government documents being carried by an Ellsberg type (Michael Murphy). Another is full of expensive jewels; both of those cases come with a fumbling stooge trying to swipe them. Then there's Dr. Howard Bannister (O'Neal), a musicologist who is carrying the igneous rocks that are his life's work; he's in town with his fiancé Eunice (Madeline Kahn, in her film debut) for a musicologists convention, and to woo Mr. Larabee (Austin Pendelton) the head of a large foundation with grant money to give. And then there's Judy Maxwell (Streisand), a wandering, troublemaking charmer with a bit of the flimflam about her.
The opening scenes, full of long takes and inventive sight gags as the characters spin into each other's orbits, immediately establishes a tone of cheery, tipsy slapstick; once all arrive at the hotel, there's plenty of good old-fashioned door-slamming action in their shared hallway. The picture is mostly recognized, then and now, as a tribute to Bringing Up Baby (primarily thanks to O'Neal's Grant-esque eyeglasses, and the extended bit with Streisand ripping his sport coat), but it owes just as much to Sturges's The Lady Eve, particularly in Streisand's characterization, which owes more than a little to Barbara Stanwyck's con artist Jean Harrington.
For many in my generation, Streisand has always been a figure of bloated self-importance, and her on-screen persona has been a pretty equal match for that description. So it's a bit of a shock, what a kick she is here--how cute she is, how much fun she's having, how much fun it is to watch her. She rattles off the zizzy dialogue without skipping a beat, she plays the physical comedy like a pro, and when she flashes her big blue eyes at O'Neal, she melts you. Her every scene is a pleasure, but I keep remembering the way she casually grabs his glasses off his face while they banter, plays with them a bit, and then slides them back on; it doesn't feel blocked or contrived, the way those moments so often can, but has its own unforced, slinky intimacy.
As the Squaresville professor, O'Neil functions as, alternately, the straight man and the good sport, and does both well (even if he does a few too many takes straight into the camera). His best--and certainly his most "inside"--moment comes at the end, when Streisand bats her eyes at him and says, "Love means never having to say you're sorry," the famous tagline for his smash hit Love Story. His reply: "That's the dumbest thing I ever heard." The supporting players are strong as well--Kahn turns in a giddily hysterical performance, Liam Dunn is one helluva slow burn artist, and Austin Pendleton's specific brand of geek-chic energy is in full flower.
A first-time comedy director, Bogdanovich doesn't always have the right, light touch to bring his comic set pieces off; the big slapstick scene midway through is somewhat lead-footed in its build-up and peters out without going much of anywhere, while the knockabout sequence at the Larabee home is a tad labored. But he's clearly having a great time doing his big San Francisco car chase, trotting out every hoary convention in the book (yes, there are two workers moving a giant sheet of plate glass; yes, there is a poor concrete guy trying to smooth out a square of roadway). By the time he's sending cars into the San Francisco Bay, he's clearly regressed past the screwballs and is going clear back to Keystone--and having a great time doing it. But then, What's Up, Doc? is so good-natured and fast-paced, his sense of fun is infectious.
What's Up, Doc? may be Peter Bogdanovich's movie, but it's Streisand's show--she's a comic dynamo, and her Judy Maxwell is a breezy, brassy piece of work. Bogdanovich's direction isn't quite as nimble as is required, but there's still a lot to like in his tribute to screwball comedy, and plenty of big laughs to be had.
"What's Up, Doc?" makes its Blu-ray debut on Tuesday, August 10. For full A/V and bonus feature details, read this review on DVD Talk.