While he is mostly remembered nowadays for directing two black-and-white Academy Award winning dramas during the early 1970s, Peter Bogdanovich also helmed two of the funniest movies ever made. One of those is 'Noises Off...' with Michael Caine; this is the other one. 'What's Up, Doc?' is hardly a flawless motion picture and not all the jokes work (an extended chase scenes runs a little too long; Kenneth Mars is a tad too over-the-top). The gags that work though are simply sensational and the film has several wonderfully kooky moments, like several guests at a reception all meeting under the table - which causes one of the waiters to question just what wine they have been serving at that table! In essence, 'What's Up, Doc?' is Bogdanovich's valentine to the screwball comedies of Howard Hawks - particularly 'Bringing Up Baby' - with Ryan O'Neal and Barbra Streisand doing well playing very similar characters to those inhabited by Cary Grant and Katharine Hepburn in the Hawks film. Not often cited as an actress with range, Streisand is never less than totally impressive rambling coherent dialogue left, right and centre whilst always feeling like the spontaneous free-spirit that her character is meant to be. Golden Globe nominated Madeline Kahn arguably has the best performance here though as O'Neal's overbearing wife to-be. Funny as the film is throughout, Bogdanovich saves his very best gag for last as Streisand recites the tagline from O'Neal's 'Love Story' to him, leading to a reaction that needs to be seen for itself.

Peter Bogdanovich's tremendously successful slapstick comedy is a hearty homage to the screwball genre booming from the 30s, Howard Hawks' BRINGING UP BABY (1938) in particular. A San Francisco-based romp spawned by four identical plaid overnight bags in one hotel.The main plot-line tells of an adventurous, tomboyish young woman Judy Maxwell (Straisand), pops out from nowhere, but wherever she goes, accidents breed. So when she sets her eyes on a staid but attractive blond musicologist Howard Bannister (O'Neal) from Iowa Conservatory of Music, nothing can stop her from wilfully hogging him as the apple of her eye. Howard is in town for obtaining a grant for his study, which concerns with igneous rocks, with his ill-paired bossy fiancée Eunice Burns (Kahn in her rip-roaring screen debut with her scene-stealing bouffant hairdo), passively endures Judy's wanton intrusion, and occasionally tries to retort but to his constant dismay, of little avail. However, Judy really is a humdinger, with her little help, Howard is "this" close to procure the grant and vanquishes his rival, the holier-than-thou continental scholar Hugh Simon (the hysterical farceur Kenneth Mars, hilariously indulges in his snobbery mannerism and foreign accents).The bags-swapping caper, operated by bit players, is unbeknownst to our protagonists, one of the bag contains top-secret papers and attracts a government agent in pursuit, another one is the valuable jewellery collection from a wealthy hotel patron, which incites larceny from two hotel employees. The other two bags belong to Judy and Howard respectively, one is her personal items and the other is stuffed with his precious rocks. With a brisk and whole-heartedly comical pace, the implausible cat-and-mouse game reaches its apex in the spanking 11-minutes car-chasing stunt wonderfully cashes in on the special terrain of San Francisco's sloping roads, a Chinese dragon costume and a gigantic plate-glass, appended with an uproarious skit in court where adds some padding to Judy's back-story.Ryan O'Neal does a fine job in acting dumb but desirable in his deadpan antics, and Barbra Streisand, feels over-exerts herself to ooze credibility in a superfluously conceived character, but retains her charisma with irresistible strains from Cole Porter, including the theme song YOU'RE THE TOP. Madeline Kahn is a god-send bonanza to the silver screen as a virtuoso comedienne, who is spunkily deprived of self-consciousness and pretence to lampoon a larger-than-life laughing-stock, after all, the film serves as a raucous harbinger of her, O'Neal and Bogdanovich's next consummate collaboration in PAPER MOON (1973).

... and this is definitely one of those films. The movie opens with a fantastic rendition of Cole Porter's "You're the Top" sung by Barbra Streisand and then proceeds to tell the story of four identical plaid overnight bags that get mixed up: one bag contains rocks belonging to professor Ryan O'Neal (the "doc" of the title), one bag contains Barbra Streisand's clothes and underwear, one bag contains top secret documents and one bag contains a wealthy woman's jewels. Instrumental versions of various Cole Porter songs are heard throughout the movie.Barbra looks beautiful and sings "As Time Goes By" about halfway through the movie. At one point she's hanging from a hotel ledge wearing only a towel! Madeline Kahn is hilarious as Ryan's O'Neal's fiancé. The movie seems to be an homage to screwball comedies from the 1930s and the actors do a good job with the fast-paced dialogue.The car chase through San Francisco near the end of the movie is a lot of fun . There's a pane of glass that some men are trying to cross the street with that you just know is going to get broken as all the cars go by, but what actually causes it to break was quite unexpected.

"Watch it!" Streisand spouts during a duet of "You're the Top" when Ryan O'Neal sings "You're the nose..." Of course, she's delighted with his retort of "On the great Durante". That's just one indication of the style of comedy here, a throw-back to "Hellzapoppin'" with its "Airplane!" style like gags and of course the great screwball comedies of the 1930's and 40's. Streisand is at her most gorgeous here, with long flowing blonde hair, and O'Neal gets past his poster-boy good looks by playing a rather nebbish character who has about as much romance here as Slim Pickens."When you go to San Francisco, wear a flower in your hair!", the famous song says, and this is exactly that era, not quite "Tales of the City", yet flowing with memories of one of the most visually exciting cities on the West coast. The plot starts off where all San Francisco movies should start, the airport, and when you get your first glimpse of Streisand, stalking O'Neal for a reason that is never made clear, you are entranced. She makes small talk with him in a drug store, a vision which does not go unnoticed by his obnoxious fiancée (Madeline Kahn in her film debut), and ends up at the same hotel where ironically his briefcase (filled with rocks) looks exactly like the one held by the short-skirted matron (Mabel Albertson) who is carrying her valuable jewelry collection. Albertson, by the time this film is over, will have one of her famous "Bewitched" sick headaches, tripped very hysterically by future "Boss Hogg" Sorrel Booke and at one point falling down on the hotel floor, smacking the carpet in tears when her jewelry case is stolen.Kenneth Mars, who would go onto film immortality by playing the metal-armed police inspector in "Young Frankenstein", plays O'Neal's rival for a business contract to be handed out by the subtly wise-cracking Austin Pendleton, and John Hillerman is the epitome of drollness as the hotel manager who suggests O'Neal leave the hotel room he is occupying. "When?", O'Neal asks. "Yesterday", Hillerman responds, just as bluntly as he would do much later with Tom Selleck on "Magnum P.I.". In between, you've got Kahn throwing tantrums, Streisand smirking and plotting as she poses as O'Neal's fiancée, and finally, an outrageous chase sequence through San Francisco where practically every famous location is shown, spoofing an earlier chase sequence in the very serious "Bullit", and later repeated (but not ripped off) in "Foul Play".Streisand gets to sing a bit of "As Time Goes By" here, in addition to "You're the Top" (over the opening and closing credits), and O'Neal even gets to spoof Ali MacGraw's famous line from "Love Story". Obviously a take-off on the Katharine Hepburn/Cary Grant comic masterpiece "Bringing Up Baby", "What's Up Doc?" still holds up freshly on its own, a modern classic even if it has passed the 40 year mark, and a master class in what modern comedy should be without being crude. Director Peter Bogdanavich was hot after "The Last Picture Show" and would remain fresh with "Paper Moon" but unfortunately, that success was short-lived.