Show, he seemed determined to give them some belly laughs. A wild screwball comedy starring Ryan O’Neal as a dullsville musicologist and Barbra Streisand as wacky gal pal fit the bill.
Having traveled all the way from Iowa to San Francisco to attend a conference with his fellow musicologists, Howard Bannister (O’Neal), wearing a seersucker suit and a scowl and toting a plaid overnight case stuffed with igneous rocks, looks glumly bewildered as he waits for a cab. The rocks’ ancient music-making properties are the subject of Howard’s research, but their real purpose in the screenplay by Buck Henry, Robert Benton, and David Newman (taking off from a story by Bogdanovich) is as a metaphor for an academician weighed down by unwanted obligations. Foremost among these obligations is Howard’s demanding, completely unlovable fiancée, Eunice Burns (Madeline Kahn), who when she is not scolding her intended is babying him in her high-pitched shriek of a voice. For example, even as Eunice counsels Howard to project manly virility when he meets Dr. Frederick Larrabee (Austin Pendleton)—the head honcho of a foundation that will award a $20,000 grant to a winning musicologist—she is tying his bowtie for him.
Howard first encounters wily, winsome Judy Maxwell (Streisand) at the drugstore inside the hotel where Howard and Eunice are staying. Emerging from behind some shelving, she asks, “What’s up, Doc?”—but the question sounds more like a pass than a Bugs Bunny line. We already know that she is a one-woman wrecking crew: in an earlier scene, two motorcycles collide with each other as she innocently trots across the street. Yet we feel that Howard could benefit from a dose of character-building chaos. Tellingly, he wanders into the drugstore in search of aspirin to soothe a headache, but—in a good omen—he exits pain free, as if Judy’s presence, while destructive, functions as a kind of elixir.
Judy has already started presenting herself as Howard’s wife—a bit of wish fulfillment and a reminder that it is often the girls, not the guys, who do the romantic pursuing in Bogdanovich’s films. Later that evening at Dr. Larrabee’s dinner party, having rechristened herself Eunice Burns, or “Burnsy,” Judy charms the pants off of the good doctor, in the process elevating Howard from dark horse to shoo-in to get the $20,000. The real Eunice has been delayed, and although Howard has grown increasingly petrified of her imminent arrival, at a key moment he elects to keep the charade going. At last, Eunice puts in an appearance—kicking, screaming, and insisting on the veracity of her identity—and the camera moves in on Howard: “I never saw her before in my life.” Is it really a choice? Good times with Judy and big bucks from Dr. Larrabee or … what? Eunice? (“That’s a person called Eunice?” Judy says earlier, as though the name itself is unpalatable.)
Of course, the deck is stacked. With brick-red hair and a wardrobe of housedresses, Kahn arguably makes one of the least-alluring screen debuts in history—not that the screenplay gives her much to work with in the sexiness department. At one point, we find her reading a book with the title The Sensuous Woman (for pointers?) before disgustedly putting it down.
The simple truth is that Eunice does not stand a chance next to Judy, and Streisand—covered up in a trench coat and cap at first—grows ever more sultry as the film goes on. The morning after inciting a disastrous chain of mishaps that culminates in the fire brigade being summoned to the hotel, Judy reveals herself to Howard—like a genie springing from a bottle—from underneath a sheet covering a piano. In the film’s most romantic scene, Howard plays as Judy sings a slow rendition of “As Time Goes By.” They end up on the floor together, the result of Judy trying to lay a kiss on Howard and Howard backing off, but for once it does not seem like another Bogdanovich pratfall. Really, it’s almost as romantic as anything in Casablanca.
Of course, affaire de Howard and Judy is set against a serpentine backstory involving three other plaid overnight cases, each one of which gets confused with the other and all of which are being sought by a gallery of rogues, including an investigative reporter (Michael Murphy), a jewel thief (Sorrell Booke), and a government agent (Phil Roth). Everyone is tailing everyone else before the threads converge in a breakneck chase snaking through San Francisco. Near the end, a benevolent judge (Liam Dunn) is tasked with making sense of it all, but he would have saved himself a lot of aggravation had he bothered to ask if his own daughter—naturally, soon revealed to be Judy—was involved. By this point, however, Howard has realized that the unequivocal love she offers, even with its attendant danger, is just what the doctor—the doc?—ordered.
In some ways, What’s Up, Doc? was even more old-fashioned than The Last Picture Show; it concerned itself with nothing but good clean fun. “This would have been heresy a few years ago, and it still may be,” noted Variety, “but Peter Bogdanovich describes his latest (and third) feature, ‘What’s Up, Doc?,’ as a ‘G-rated screwball comedy without any socially redeeming values.’”18 Heresy maybe, but a hit definitely. Save The Godfather and The Poseidon Adventure, no film made more money in 1972 than What’s Up, Doc?. Even more significantly, it was beloved by the audiences who came to see it in droves.
New York Times critic Vincent Canby sarcastically observed that “the real mean age” of the audience he saw the film with at Radio City Music Hall was “about fifty-two and three months,”19 but that is surely an exaggeration. After all, a few weeks after the film opened, Warner Bros. took out an ad in Variety announcing the attainment of a record that could have been achieved only with the help of an audience consisting of all age groups: a “new single-day all-time record” of $65,398 for the Music Hall.20
But what would be wrong if the film did speak to an older generation? When I was seventeen, I went to a revival screening of George Sidney’s film version of Rodgers and Hart’s musical Pal Joey, starring Frank Sinatra and Rita Hayworth, and after it was over, I found myself exiting the theater amid a sea of retirees. Not far from me was a husband and wife of perhaps eighty, and it occurred to me that they could very possibly have seen Pal Joey when it opened in October 1957! I lingered for a moment on the sidewalk and tried not to be too obvious as I listened to their conversation.
“That’s the kind of movie that puts a spring in your step,” the husband said.
“They don’t make them like that anymore,” the wife replied.
It was all I could do not to interrupt and concur that step-springing movies like Pal Joey were indeed a thing of the past—that is, unless Peter Bogdanovich was on the set to say “action” and “cut.” He is a much better director than George Sidney, too.
“In the American cinema, he is the man of the hour,” said one writer soon before the release of What’s Up, Doc?,21 and when Paper Moon was released in the spring of 1973, that hour was extended. Little more than a year had passed since Doc and only eighteen months since The Last Picture Show, but here was Peter Bogdanovich again—back in theaters with a smash.
This was no everyday occurrence. To put it into context, imagine that Citizen Kane had been a blockbuster and that Orson Welles followed it with two additional films of comparable critical and popular appeal—all in the space of less than three years. You might interject that Citizen Kane was a work of Important Cinema, whereas The Last Picture Show, What’s Up, Doc?, and Paper Moon were … what, exactly? Granting that Doc was conceived and marketed as an overtly commercial work (“A screwball comedy. Remember them?” read the tagline), the remaining two-thirds of the triad fell somewhere in the middle of the highbrow-lowbrow spectrum: impeccably made and morally serious films that were nonetheless completely accessible.
Welles himself had the right idea when in conversation with Bogdanovich he labeled his young friend “a popular artist.” At first, Bogdanovich bristled at the designation, but Welles explained that it was intended as a compliment. “Shakespeare was a popular artist. Dickens was a popular artist,” Welles said. “The artists I personally have always enjoyed the most are popular artists.”22 Later, when several of Bogdanovich’s films started to struggle commercially, he remained “a popular artist”: they never failed with audiences for lack of trying. Bogdanovich always invited the strangers in the dark to see themselves in the story he was telling—even if, on occasion,