The Sublime Chaos of What’s Up Doc? (1972)

This post is part of the See You in the Fall Blogathon, hosted by Steve at MovieMovieBlogBlog. See the rest of the entries for this event HERE!

I have had some pretty intense arguments with other film fans about the value of physical comedy, especially in film.

Seriously. Like, knock-down, drag-out fights. (Well, no fists flew, but maybe there was some shouting.)

There is a mindset by some that physical comedy is somehow low-brow. That it’s basically stupid compared to the “high-mindedness” of verbal comedy.

Never mind that some of the greatest “verbal comedy” filmmakers–i.e. Preston Sturges, Howard Hawks, Woody Allen, Mel Brooks–were also sublime at filming physical comedy. That Allen and Brooks–and Peter Bogdonavich, the director of What’s Up Doc?, the subject of this post–are great admirers of physical comedians such as Charlie Chaplin, Buster Keaton, the Marx Bros., Jacques Tati, among many others.

I reject utterly the view that physical comedy is automatically low-brow. I would argue it can be just as eloquent as any ingenious comedic dialogue. (Not to mention that verbal comedy can also fall into the “stupid” category–much of it is far from eloquent.)

Sometimes I agonize over what to choose to write about for a blogathon, but the minute I saw Steve’s topic, I knew I had to write about What’s Up, Doc?, which contains my favorite chase scene on film.


The film itself is hilarious. (With–get this–A TON of fantastic verbal comedy, too!) It’s a modern reimagining of both the 1930s screwball comedy and the silent film chase comedy. It’s tempting to call it an homage, yet it still feels very much of its time.

Co-written by Bogdonavich, Buck Henry, David Newman, and Robert Benton, the movie it most obviously draws from is Howard Hawks’ Bringing Up Baby. (I don’t think it’s a coincidence that the main character is named Howard.) The basic elements from Bringing Up Baby are the same: an absent-minded scientist engaged to a sexually uptight woman has his life totally upended by a free-spirited–and destructive–woman.


In this case, the scientist is musicologist Howard Bannister (Ryan O’Neal), the uptight fiancée is Eunice Burns (Madeline Kahn, in her first film appearance), and the destructive free spirit is Judy Maxwell (Barbra Streisand). Howard and Eunice arrive in San Francisco to try to gain a grant from Frederick Larrabee (Austin Pendleton) so Howard can research his theory that prehistoric men played music with rocks. He is competing with others for the grant, most notably Hugh Simon (Kenneth Mars) who has an indefinable accent and no scruples when it comes to obtaining the grant for himself.

Howard, Judy, a rich woman carrying a large collection of jewels, and a mysterious man carrying secret government documents all have the identical plaid overnight case. They also all end up at the same hotel. Soon, there is a glorious mix-up with the bags.


Judy, who causes destruction just by walking down the street, sees Howard and instantly falls in love with him. She stalks Howard at the hotel, calling him “Steve” and impersonating Eunice. Larrabee and the other musicologists are immediately taken with Judy/Eunice (who calls herself “Burnsie”). Howard, who is appalled at first, realizes his best chance of getting the grant is to go along with the ruse. He denies the real Eunice is who she says she is, resulting in her having to be dragged out of the room by security.

Howard is again appalled to find Judy taking a bath in his room (Eunice has her own room, of course). Hotel workers plot to steal the jewels. A government agent tries to recover the secret documents. In the midst of it all, Howard and Judy manage to set the hotel on fire. Howard is ejected from the hotel.


The next day, everyone congregates at Larrabee’s home, where a fight ensues over the mixed up bags. Judy and Howard end up with all the bags and steal them, taking off on a grocery delivery wagon. Thus begins one of the funniest chase scenes in film up and down the winding hills of San Francisco.

The controlled chaos of the chase is its ultimate beauty. It’s not just how Judy causes destruction to Howard–but to innocent bystanders. The destruction has a pinball effect, as they lead the caravan of cars chasing them through a street where two men are carrying a pane of glass and another is on top of a ladder putting up a banner. The wagon and the cars pass by several times, and each time you’re sure one of the vehicles will crash through the glass. Instead, one of the cars hits the ladder, causing the banner-hanger to grab it and fly into the pane of glass feet-first. Each car passes a parked van and each one in turn hits it. The owner runs out of his house and pulls open the door, causing the whole thing to fall over. Judy and Howard hit a bunch of garbage cans, which start rolling towards a man walking in the street, forcing him to jump over a wall and land on a table in an outdoor restaurant.


Judy and Howard end up stealing a car outside a church that says “Just Married.” (Get it?) After several near-miss disasters, Judy confesses she has never driven a car. Howard takes over and they drive through wet cement. After they and the cars pursuing them run over the cement, the man putting down the cement gives up and jumps up and down all over his ruined work. At Judy’s direction, Howard leads them down a hill with steps.

The chase winds up at a ferry dock just as the ferry is pulling out, Judy claiming they can make it. They don’t make it. Neither do the cars or the cops pursuing them.


This great physical comedy scene is followed by one of the best verbal comedy scenes in the movie as all the characters are taken to court. The judge (brilliantly portrayed by Liam Dunn) tries to untangle the events (Howard, recounting them, doesn’t help much). The kicker? Judy is the judge’s daughter.

One of my favorite parts of the movie is that Judy is just as much of a genius as Howard. Having attended (and been kicked out of) various universities, Judy knows a lot about almost everything–including musicology. She exposes Howard’s rival Simon as a plagiarist, securing Howard his grant. Eunice soon finds a new fiancée in Larrabee.

Judy is a female version of Bugs Bunny (she even chomps on a carrot and the “What’s up Doc?” musical scene from the Warner Bros. cartoon plays on the plane at the end of the movie). She is a perfect example of the trickster archetype: smart, inventive, relentless, and causes mass destruction.

O’Neal has been criticized for not quite being “Cary Grant-ish” enough for the role, but I think he’s fantastic as Howard, the perfect straight man for Streisand. (They paired up again, less successfully, for the movie The Main Event.)

I think the reason What’s Up Doc? succeeds when other “homage” films fail is how it reinvents the genre for its own time. Judy claims she’s not political, but fits the time perfectly as someone who shakes up the establishment and uncovers corruption (Simon’s plagiarism). Not only that, she’s a woman who is not shy about her sexuality and sees no reason to hide her intelligence. Eunice, who is a perfect foil, seems like a Stepford Wife in the making.

This movie took the best of the past and made it relevant to its own time period, resulting in a comedy I can view over and over and laugh every time. And I’ll fight anyone who tries to tell me it’s “low-brow.”



11 thoughts on “The Sublime Chaos of What’s Up Doc? (1972)

    1. I like Ryan, I’ll admit it–he’s in some of my favorite movies: this one, Paper Moon, and Barry Lyndon. He’s got really good comic timing. Enjoy!

  1. … but are your fist-fights of the physical comedy kind?
    I think comedy is always seen as low-brow because we prefer to think that you have to suffer to create. If you’re having fun you’re not committed. In spite of al that, I quite ashamed to admit that I haven’t seen this movie – it looks like the perfect watch for a rainy evening.

  2. I need to see this one again. I saw it only once, as a 12 year-old, when my BFF was having a sleepover at her house. Instead of going to sleep, as per her parents’ instructions, we turned on the TV late at night and saw this movie. I tell you, I thought I was so sophisticated watching this, although I’m sure a lot of it went over my head.

    Thanks for reminding me about this film. I know I’ll enjoy it just as much the 2nd time around.

  3. Talk about a feel-good movie!! I still remember seeing a part of the chase clip on The Tonight Show when they showed it to Johnny. I think O’Neal was the guest. We laughed so hard at that short clip and nearly choked in laughter at the movies! Every time to this day, the term, “igneous rocks” takes me back to Howard and that bag!! Thanks for this 🙂

  4. Fabulous choice. What’s up Doc? is an old school screwball comedy and the definitive 70’s in San Franciso movie. On my first viewing this film completely caught me off guard and I loved every minute of it. Wildly inconsistent, but so fast it barely matters, I was carried away by the considerable charm of the two leads and several brilliant physical pratfalls. I’m definitely due for a revisit.

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