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Film / What's Up, Doc?

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This 1972 film is Peter Bogdanovich's affectionate homage to the classic Screwball Comedy.

Manic Pixie Dream Girl Judy (Barbra Streisand) relentlessly pursues Howard (Ryan O'Neal), a repressed academic, throughout San Francisco, despite the "havoc and chaos" (in Howard's apt phrase) that follow Judy everywhere she goes. Meanwhile, the Satchel Switcheroo has happened to four identical red-plaid suitcases: Judy's personal items, Howard's valuable (to him) musical minerals, an eccentric rich lady's jewel collection, and some unspecified "Top Secret Government Documents".

An unofficial remake of Howard Hawks' 1938 movie Bringing Up Baby.

Not to be confused with Bugs Bunny's catchphrase or the 1950 cartoon he starred in — which are referenced in-universe, however!

This film provides examples of:

  • Absent-Minded Professor: Howard keeps losing his train of thought even when he isn't getting flustered by Judy's flirtatious behaviour and con artistry. Eunice has to remind him several times that he is going to the hotel drugstore to buy aspirin before he actually sets off, he puts his nametag for the banquet on upside-down, and he gets the words of his rehearsed greeting to Mr. Larrabee in completely the wrong order when he is finally able to get a word in edgewise through Hugh's attempts to dominate the conversation.
  • Accidental Misnaming:
    • Judy keeps calling Howard "Steve." This is likely a Shout-Out to To Have And Have Not, where Lauren Bacall kept calling Humphrey Bogart's character "Steve", even though his name was Harry.
    • Mrs. Van Hoskins initially calls Hans the hotel clerk "Fritz", believing he's another clerk that is not and has never been employed at the Bristol ("what a shame"). After a moment of distraction, her brain seems to split the difference, and she refers to him as "Franz".
  • Actor Allusion: Judy makes a reference to Love Story, which Ryan O'Neal also starred in:
    Judy: Love means never having to say you're sorry. [bats eyes.
    -Howard: ... That's the dumbest thing I ever heard.
  • Actually, That's My Assistant: Or the head waiter, as the case may be. Howard delivers his rehearsed greeting to Mr. Larrabee to a man in a dinner jacket... who introduces himself as the head waiter and explains that Mr. Larrabee hasn't arrived yet.
  • Agitated Item Stomping: During the climactic Chase Scene, there's a man trying to smooth over a small section of an alley when all the cars drive over it, ruining his work. He proceeds to throw down his squeegee (breaking it) and starts stamping on the wet concrete he'd been working on.
  • And Starring: Madeline Kahn gets the "and introducing" treatment in the opening credits. Thankfully, it turned out to be one of the only situations where this intro was justified, as she had a long and fulfilling career afterwards unlike many other unfortunate actors premiered this way that were unable to replicate their initial success.
  • As Long as It Sounds Foreign: The Yugoslavian Hugh Simon was played by the American Kenneth Mars with a comedy fake accent. His Foreign-Language Tirade in the film's final act sounds vaguely like Serbo-Croat (the native language of both Peter Bogdanovich and the man said to have inspired the character of Hugh, film and drama critic John Simon), but is actually complete gibberish.
  • Astonishingly Appropriate Interruption: As "Mr. Jones" tries to take back the documents that "Mr. Smith" has stolen during the court scene, he inevitably opens the wrong case and switches directions mid-sentence:
    "Mr. Jones": And I can prove that he is in unauthorized possession of secret government... [discovers he's opened Judy's case and takes out her...] underwear.
  • Breaking the Fourth Wall: Twice when Judy's various charades are spinning beyond his attempts to reel them in, Howard turns to the audience; once to simply say, "Help...", and later to say, "I'm having a nightmare."
  • Chase Scene: As Howard and Judy leave the chaos at Larrabee's party with all four identical cases, they are pursued by the jewel thieves and the criminal gang to whom they are trying to fence the jewels (holding Eunice, Hugh, and Mr. Larrabee at gunpoint) in their car, "Mr. Smith" in a taxi, and "Mr. Jones" in the car of a helpful passer-by.
  • Chekhov's Skill: When Howard and Judy first meet, Judy displays an impressive knowledge of geology, and she later explains to Howard that she has been expelled from over half a dozen universities, having tried different majors at each one, leaving her with a broad knowledge base but no qualifications. This proves crucial in the final airport scene when Hugh receives the Larrabee Foundation grant and haughtily explains his research to Judy, believing she won't understand it - and she identifies it as the work of another musicologist from sixty years earlier that was only translated once and is now out of print. With Hugh unmasked as a plagiarist, Larrabee re-awards the grant to Howard.
  • The Chew Toy: Poor, poor Eunice... between Judy pretending to be her at the hotel dinner, Howard pretending not to know her when she makes her loud, indignant entrance to set things straight, Judy sending her to the decrepit pierside rendez-vous between the hotel detective and the fences buying Mrs. Van Hoskins' jewels, and being held at gunpoint by said fences as they chase Howard and Judy through the streets of San Francisco, life is just unending comic misfortune for her. But at least she and Larrabee get together at the end of the film.
  • Convenient Escape Boat: Subverted. The chase scene ends at a pier where a ferry is departing but the Beetle can't make the gap and dashes into the water, as do the pursuers.
    [as the Beetle accelerates toward the ferry]
    Judy: We can make it!
    Howard: No!
    Judy: We can make it!
    Howard: No!
    [the Beetle soars toward the water, missing the ferry completely]
    Judy: ... I don't think we can make it.
  • Disposable FiancÚ: Howard and Eunice are engaged at the start of the film, but he seems unenthusiastic about the idea of marrying her, while she nags and micromanages him incessantly. After Judy sets her sights on him, it's only a matter of time before the engagement is broken off.
  • Distracted by the Sexy: Played straight and parodied: Judy pulls off a few of these during the opening sequence, causing a pizza chef to miss his toss, which is just a start to establishing her Manic Pixie Dream Girl status. On the other hand, her causing several drivers to crash early on is at least as much a consequence of her blatant disregard of the traffic rules as of her beauty, which foreshadows the climactic Chase Scene later on.
  • Exact Words: During the Chase Scene:
    Howard: What are you doing?! This is a one way street!
    Judy: We're only going one way!
  • Expelled from Every Other School: Judy's wide-ranging knowledge on multiple subjects comes from being kicked out of school after school, in major after major, for unspecified Cloudcuckoolander antics. She shrugs this off, saying there are hundreds of other colleges out there.
  • Fiery Redhead: Eunice is very whiny and demanding with a very burnt orange flip. According to Howard, Eunice has a very nasty temper and studies karate. The latter is enough to make Judy stand on the ledge.
  • Flashed-Badge Hijack: "Mr. Jones" has to resort to this when Howard and Judy flee Larrabee's party with the suitcases and "Mr. Smith" kicks him out of the taxi he has just flagged down. A convertible drives past shortly afterward, and "Mr. Jones" tells the driver he's with the government and orders him to follow the cab.
  • Follow That Car: When "Mr. Smith" leaves San Francisco Airport in a taxi, "Mr. Jones" flags down a second taxi and tells the driver to follow the first cab. Later in the film, as the jewel thieves and fences and their hostages pile into their car to drive off after Howard and Judy, "Mr. Smith" flags down a passing taxi and, after kicking "Mr. Jones" away when he attempts to climb in after him, shouts "Follow that car!" to the driver. Not to be outdone, "Mr. Jones" stops the next car to drive past, a convertible, and shouts "Follow that car, I'm with the government!" to the driver as he vaults into the back seat. The driver happily obliges.
  • Foreign-Language Tirade: Hugh Simon rants in gibberish styled to sound like his (and Peter Bogdanovich's) native Serbo-Croat as he exits at the end of the film after Judy unmasks him as a plagiarist.
  • Gambit Pileup: "Mr. Jones" attempting to steal the secret government documents back from "Mr. Smith", Fritz and Harry trying to steal Mrs. Van Hoskins' jewels and sell them to a fence, Judy's attempt to secure Howard the grant for which he has applied by pretending to be his fiancée Eunice and charming Larrabee Foundation chairman as Howard's rival, Hugh, tries to unmask her, and the real Eunice's attempt to catch up with Howard... all collide in spectacular fashion at a party at Larrabee's house, leading to an epic and hilarious Chase Scene.
  • Grande Dame: Mrs. Van Hoskins, as with many comedy grande dame characters, is a wealthy, snobbish older woman with a Dutch last name (implying she either is from or has married into old New York money) who travels with a wide array of suitcases, one containing an impressive collection of jewellery. When she finds her jewels stolen, she heads down to the lobby in order to make her big scene of wailing and pounding the floor in despair at the theft. (Although she offers a $20,000 reward for the stolen jewels, and also pays for the damages caused by the events of the film - out of the $20,000 reward, leaving just $50 for the finders. Howard and Judy's share is $10 each.)
  • Henpecked Husband: Howard. Well, Henpecked Fiancé. He meekly accedes to Eunice's many demands when they first arrive at the hotel - when he can remember what they are, anyway - and allows her to dictate what she thinks his conduct should be when meeting Mr. Larrabee for the first time.
  • Hero Stole My Bike: As they are fleeing with the four suitcases, Howard and Judy steal a grocery delivery trike. The delivery boy shows up in the courtroom scene protesting the theft.
  • Hidden in Plain Sight: During the Chase Scene, Howard and Judy temporarily hide from their pursuers by driving up on a car carrier trailer. Once they pass them, they descend from the trailer and keep on driving.
  • Hooked Up Afterwards: Unsurprisingly, Eunice ends her engagement to Howard after their chaotic visit to San Francisco. But she won't be alone, as she and Mr. Larrabee have taken a liking to each other, and they go off together in the final airport scene.
  • "I Can't Look!" Gesture: During the climactic chase, Howard's glasses get smudged and he yells "I can't see!" Judy takes them off to clean them and he yells "Now I really can't see!" Then she places them back on his face for him to say, "Oh, God, I can see!" and he takes them off himself, as they approach Pier 41 and the departing ferry at breakneck speed.
  • I'll Never Tell You What I'm Telling You!: When Judy implies that Simon's theory is the same as the historical "Findelmeyer Proposition":
    Simon: I don't know what you're talking about; and besides, that has never been translated.
  • Ironic Echo: After she and Howard return from the drugstore, Judy is sent on her way by an outraged Eunice with the words, "Don't you know the meaning of propriety?" (She responds by quoting the dictionary definition of the word.) Later, when Eunice is investigating why she heard a woman's voice on the phone in Howard's room and Howard manages to set the room on fire after an attempt to unplug the television goes disastrously wrong, Judy, standing on the window ledge in nothing but a towel, feigns outrage at seeing Eunice in Howard's room when they're not married yet, and asks, "Don't you know the meaning of propriety?"
  • Just Eat Gilligan: They could presumably just open the bags to see what's actually inside, but then it wouldn't be nearly as hilarious.
    • Somewhat justified in regards to the seekers of the documents and the jewels. They could've arguably gotten caught at any moment as they stole.
    • Combines with Fridge Logic when you wonder where Judy got the clothes she wears in the movie's third act, since by then her suitcase had been switched out and she doesn't discover that until even later in the film...
    • Judy and Howard did try to just grab all four handbags and look through them to figure out which ones were their own. Unfortunately, they only figured out to do this during the climax, when they had to partake in one of the best chase scenes ever, and got arrested immediately after.
  • Lover's Ledge: A rare female example that is actually completely innocent. Barbra Streisand's character Judy has to go out on the window ledge to hide from Eunice, and ends up dangling in nothing but a towel. (Goodness knows how it managed to stay on...)
  • MacGuffin: Pretty much any plotline that doesn't involve Howard and Judy. The secret government documents are a textbook example; we never learn what they contain, but "Mr. Smith" is adamant that the public has a right to know about their contents, and "Mr. Jones" is just as adamant that they remain confidential. When we last see them, "Mr. Jones" has handcuffed himself to the case containing the documents; "Mr. Smith" sneaks off after him with a pair of bolt cutters under his jacket.
  • Manic Pixie Dream Girl: Judy, although her actions (particularly her treatment of Eunice, such as sending her to the meeting between the jewel thieves and the fences instead of to Larrabee's house) border on sociopathic in ways that most MPDGs don't. She's easy-going, fun-loving, and inclined towards petty crime (as she has no cash, her initial reason for entering the Bristol Hotel is to scam some free room service food; meeting Howard is an unexpected bonus for her), and, upon first seeing the repressed, absent-minded Howard, she decides to make it her mission to loosen him up a bit by roping him into various schemes, some of which surprise him by working in his favour.
  • Not That Kind of Doctor: Lampooned.
    Hugh: Get your hands off me, I'm a doctor!
    Judge: A doctor? Of what?
    Hugh: ...Music.
    Judge: Can you fix a hi-fi?
    Hugh: ...No.
  • Paper-Thin Disguise: Fritz's upside-down mustache when he appears at the airport at the end of the film to ask about flights to Rio de Janeiro.
  • Photographic Memory: Implied. Judy recites the dictionary definition of "propriety", and recalls a 1925 journal article about the Findlemeyer Proposition, so probably.
  • Plagiarism in Fiction: Hugh, The Rival to Howard for the Larrabee Foundation grant, plagiarized his research from a fellow musicologist's, believing that the fact the book was only printed once sixty years ago would mean nobody would ever notice it. Unfortunately for him, Judy did.
  • Pie in the Face: Hugh gets two (by accident, of course) during the climactic fight scene.
  • Questioning Title?: In the form of a Catchphrase borrowed from Bugs Bunny; Judy uses it to greet Howard for the first time in the drugstore in the Bristol, and again on the plane in the final scene.
  • Recycled Soundtrack: When Howard finds Judy asleep on a grand piano on the hotel's top floor, she quotes the "Of all the gin joints..." line from Casablanca in a Humphrey Bogart voice, then leads Howard in a duet of the earlier film's signature song, "As Time Goes By", as he accompanies her on the piano.
  • Running Gag:
    • Judy repeatedly calling Howard "Steve".
    • Mr. Jones continually throwing his golf clubs away in order to keep after "Mr. Smith".
  • Satchel Switcheroo: One thread of the plot revolves around four identical plaid suitcases. "Mr. Smith" has a case containing stolen secret government documents that he believes should be made public, Mrs. Van Hoskins has a case containing her jewellery, Howard has a case containing rock samples as part of his musicological research, and Judy has a case containing her clothes and a dictionary. As Howard, Mrs. Van Hoskins, and "Mr. Smith" are all staying in rooms in the same corridor of the hotel, and "Mr. Jones" is trying to steal back the documents "Mr. Smith" has stolen while hotel concierge Fritz is trying to steal Mrs. Van Hoskins' jewels and sell them to a fence with the help of the hotel detective, it isn't long before none of them have their own cases.
  • Scooby-Dooby Doors: The entire first half of the movie. With Howard, Eunice, Mrs. Van Hoskins, and "Mr. Smith" all staying in rooms in the same corridor, and Judy, Harry the hotel detective, and "Mr. Jones" using subterfuge to get into the rooms to scam free room service food, steal Mrs. Van Hoskins' jewels, and steal back the secret government documents, respectively, there is a long series of people entering and exiting rooms while trying to avoid being caught in the act of whatever they are doing.
  • Screwball Comedy: A repressed, uptight man is pursued by a zany, scheming woman who manages to ease him out of his shell in the process? The very definition of a screwball comedy.
  • Sheet of Glass: One of these naturally makes an appearance during the chase scene. Just when it looks as though the workmen carrying it have miraculously succeeded in getting it out of harm's way, the final car pursuing Howard and Judy knocks a very tall ladder from under a workman hanging a banner across the street; he grabs onto the banner, which tears off and sends him shooting towards the glass, which is shattered into sand.
  • Shockingly Expensive Bill: Judy has surreptitiously added a clock radio to Howard's purchase of a bottle of buffered aspirin. When he is told the astronomical combined total, he asks "Well, how much without the buffering?"
  • Shout-Out: Dozens of Cary Grant impersonators down the decades made the line "Judy, Judy, Judy!" (which Grant never actually said in any of his films) a staple of their performances, so Bogdanovich named his heroine Judy as part of the tribute to Grant's status as a staple of 1930s screwball comedies (most notably Bringing Up Baby).
    • The line itself is echoed as well when Judy disappears at the airport.
      Howard: [turns around] Well, Judy, I...
      [turns to look the other way]
      Howard: Judy?
      [looks back into the camera sadly as he realizes she's gone]
      Howard: ...Judy.
    • The scene at the end of the chase with the Volkswagen floating in the Bay is a reference to VW ads that showed a Beetle floating in water (Truth in Television, at least long enough to escape the car).
  • Shutting Up Now: The bailiff in the courtroom as he loudly repeats the judge's orders for everyone to shut up - and then notices the last order to shut up was directed at him.
  • Stupidest Thing I've Ever Heard: Howard's reaction to Judy's final line: "Love means never having to say you're sorry."
  • Take That!:
    • The repulsive Hugh Simon is said to have been based on New York magazine's resident Caustic Critic John Simon.note 
    • Bonus points for Ryan O'Neal playing Howard!:
      Judy: Love means never having to say you're sorry.
      Howard: That's the dumbest thing I ever heard!
  • Title Drop: Several, including ending the film with a clip from Robert McKimson's 1950 Looney Tunes short of the same name.
  • Unconventional Vehicle Chase: One of the most famous in movie history where the lead couple is trying to escape their pursuers on a borrowed grocery delivery trike.
  • Uptight Loves Wild: Against his better judgement, the repressed Howard finds himself gradually falling in love with the fast-talking, tale-spinning Judy.
  • We Gotta Stop Meeting Like This: Those very words are used after Judy has repeatedly placed herself in Howard's line of sight, then appears on the other side of a souvenir stand as he picks up an Alcatraz rock.
    Judy: What's up, doc?
    Howard: I beg your pardon?
    Judy: You know, we've got to stop meeting like this.
  • Who's on First?:
    Howard: There was this trouble between me and Hugh.
    The Judge: You and me?
    Howard: Not you, Hugh.
    Hugh: [helpfully] I am Hugh.
    The Judge: You are me?
  • Wiper Start: During the chase scene, Judy persuades Howard to join her in stealing a VW Beetle from outside Saints Peter and Paul Church just as a newly-married couple are about to enter it. She waits until they're already on their way before revealing that she can't drive, and she accidentally switches on the wipers as she tries to understand the controls of the car, followed by the radio (playing suitably urgent-sounding chase music) when Howard tells her to turn off the wipers. Howard finally switches places with her and tries to turn them off - and ends up turning the sprayers instead.
  • You All Share My Story: Four identical cases and their owners all converge on the same hotel.