Show Magazine

Show Magazine 1972 cover

April 1972

Barbra and Ryan in Bogdanovich's Salute to the Zany Comedies of the ‘30s What's Up, Doc?

by Jacoba Atlas and Steve Jaffe

The cover photograph of Barbra Streisand and her son Jason Gould was taken on location in San Francisco by Bruce McBroom

"What's Up, Doc? Is a picture with no socially redeeming value," said Director Peter Bogdanovich leaning back on a chair in the Warner Brothers dubbing room. "I've always liked the comedies of the ‘30s, the kind of pictures that used to be called typically American. The genre went into disuse in the ‘60s and I wanted to revive it." His opportunity came late last Spring when John Calley, production chief of Warner Brothers asked him to take over the direction of their film Glimpse of Tiger starring Barbra Streisand and Ryan O'Neal. "I read the script and I didn't want to do it, but I told him I'd love to do a picture with Barbra – ‘Let's do a screwball comedy,' I said. That's the way I saw Barbra, as sort of Carole Lombard, and I thought she'd be fine for that. I sketched an idea. Barbra will play a wacky girl and Ryan will be a musicologist who gets involved with her, it will be a farce. Calley said, ‘Well, that sounds interesting.' Based on three sentences and enthusiasm, we started work. We had to begin shooting in July which meant we were under tremendous pressure to get a script. I hired David Newman and Robert Benton to write it. For four days we sat and talked out the plot, then they went away and in two weeks completed the first draft. It wasn't right, they did another, it still wasn't right. Calley suggested we hire Buck Henry. He joined us and we tossed around more ideas trying to find the right direction. Then Buck wrote a draft in two weeks. It was good but we kept working on it to improve it."

On set of Whats Up Doc?

(Above) Peter Bogdanovich works out a love scene in What's Up, Doc? with his two stars Barbra Streisand and Ryan O'Neal. "Peter likes to shoot a lot of film," says O'Neal, "he likes to do it over and over until he sees it the way he wants to see it. Sometimes that meant 10 takes – 12 takes."

What finally emerged was a wild, zany store about a near genius I.Q. girl, Judy, who has been tossed out of 30 colleges and an eccentric young man named Howard, who become nonsensically involved with four identical traveling cases and a musicologists' convention in San Francisco. The film is jam-packed with sight gags, word gags and feature a hair-raising chase. Although his eyes were circled with weariness, his nose red, and his voice hoarse from a cold, Bogdanovich was obviously well pleased with the result. He had just returned from a business trip to New York where he had shown What's Up, Doc? to a few selected audiences. "It went over very well," he said, "they seemed to love it."

Streisand in DOC

Playing a madcap kook in a rollicking comedy was not difficult for Barbra Streisand, the wonder child of the film industry but it was a complete departure for her co-star, the long-suffering hero of TV's Peyton Place and Love Story, Ryan O'Neal. "It was a hard picture for me," said the actor a few weeks before the opening of What's Up, Doc? O'Neal was staying at his beach house in Malibu recuperating from back surgery necessitated by an accident that occurred during the shooting of the film. But it was not the physical pain he remembered, it was the agony of getting hold of his character. "I'd never done a comedy before. Every day was hard. I would go in with butterflies in my stomach. I haven't had that trouble since I started 13 years ago, but there they were, those damn butterflies, because I had to play Howard and I was having such difficulty getting him down. Before we started shooting I thought to myself if this picture doesn't work, the character that's going to work least of all is Howard. I knew that. Barbra sings two songs in the movie, she can be saved, she's a double threat. Also she's never been bad, she's always good or better. I worried but then I just went with my vibration and my vibration was to do the movie. It's Peter Bogdanovich and Barbra Streisand—Go!

"I had seen The Last Picture Show before I met with Peter and I loved it. So I believed in Bogdanovich when we got together, after talking to him, I really liked him. He was a nice guy, he was very straight. I didn't find him flamboyant or cocky or any of the ass-hole labels that have been put on him by some people because man, they love to put you down if you're good, they just love to do it. I dug him, I knew I could work with him. The very first day in the Beverly Hills Polo Lounge he started to help me find my character. Another thing that helped was knowing Barbra. I was lucky because I have known her a long time, several years, and she is a relaxed friend of mine, a very good friend. And so we went to work almost as a team. We had prepared for it for three months in advance, rehearsing and working with Peter trying to make a go of the script because somehow to us it never looked right on paper. It was strange, I couldn't follow those suitcases at all and also I was afraid of Howard Bannister. I'd never known anyone like him. Peter was the guiding light for me in terms of how to play the part. I was not that character. I was hardly close to him actually and Peter had to show me how to do it, then I would do it the way he showed me. It came out as a kind of compromise – somewhere really in the middle – which was what he wanted. He would sort of over-tell me and then I would under-do it. He showed me one key thing that gave me almost Howard Bannister's entire character, it was a move stolen directly from Cary Grant. It was to watch someone, then let your head go back – maybe the whole upper part of your body – in amazement at what you're seeing. I never had done that so I had to watch myself on film and practice it in the mirror. We didn't do it a lot in the movie but I began to realize the kind of person Howard was by just that reaction."

Ryan ONeal

Barbra, Ryan and Bogdanovich are all strong personalities and occasionally there were tensions. "In terms of sets," said Ryan, "Arthur Hiller's on Love Story was a much more peaceful, loving set. Arthur is a peaceful, loving man, a gentle man, a dear man, and one of the nicest men I've ever worked with. Peter runs a much tougher set. He argues when he gets arguments because he is the leader. He's running the show and he sometimes asks his actors and crew to do things that seem impossible but they do it, they do it for him because to know Peter Bogdanovich is to believe in him.

"He asked me to do things that were against my instincts as an actor and as a human being and I did them. I think he is a young, brash, genius moviemaker. I feel I'm a young, brash movie actor. I certainly understand him."

Barbra put up more of a fight. "She doesn't work from a confidence base," said Ryan. "She likes to go into a project thinking it's the worst and then she builds from there. She kinda has to feel like that so she can put more of herself into it and doesn't sluff it or walk through it. She thinks very negatively about certain things, particularly in the films that she does. It's great working with her because she's never satisfied. She wants to do it until it's absolutely right. Now sometimes she did not agree that a scene was right when Peter thought it was. I must say I always sided with Barbra. I would listen to both arguments, then I would make my choice, most of the time mentally, I stayed out of it. But I usually thought she was correct. But Peter made her go the other way and she, being a professional, always went with what he said in the end. And, you know, I think Peter was right.

Ryan ONeal

Both Ryan O'Neal and Barbra Streisand are pleased with the film. "I think," said Ryan, "that people will recognize in What's Up, Doc? things from the past, from films of the ‘30s and early ‘40s, from the comedies, the wild comedies that had your leading actors doing incredible things. I think it started in 1934 when they realized in films that the leading man could also say the funny lines. Out of that emerged Jimmy Stewart, Clark Gable and Cary Grant. Before their era, the leading man had always had a sidekick who did the funny business, he was the comedian and the leading man was the leading man. It Happened One Night, the Capra film, was like the beginning of that and Bogdanovich being a student of film strongly remembers those films, in fact they're his favorites. So it was just a matter of time before he made one himself. Even when Peter is making a film and working 14-15 hours a day, he's also writing columns, seeing films, writing reviews if not for a magazine then for himself for things to remember in the movie bag in his head to be used later. What's Up, Doc? is a remake of a combination of six or seven films of the ‘30s. One of which is Bringing Up Baby, the Cary Grant/Katharine Hepburn smash.

"And we have a terrific chase in What's Up, Doc?; I say terrific because it really is. It's scary. When I saw it I relived scary moments in making it. It's a direct steal from any one of 25 Sennett comedies. Peter's seen all the Sennett stuff over and over again and he has the capacity to retain it and to use it to fit his own set of circumstances. By the way, the chase cost $1,000,000. Some films cost a million dollars, our chase which lasts eleven minute on film cost that.

"You know it wasn't until the chase sequence, which was the last three weeks of the movie that I really felt I'd gotten Howard. Then, suddenly there he was – I wish I could have gone back and redone a couple of things. Barbra's fabulous. She felt that Judy was sort of a fantasy, and if you're playing a fantasy you can go many different ways because a fantasy can do anything. And Barbra can go many ways, she can give you—God, she can give you 10 things and they all look right. All Peter had to do was select one, sometimes he'd ask for an eleventh and she'd give him that in the end. What's Up, Doc? was a great experience—the whole thing was a great experience except for the back."


alternate of cover photograph

(Above: Alternate shots of the cover photograph .... Below: Jason Gould posted on social media about this cover in April 2017 .... )

Jason Gould Instagram

Page credits: Magazine scans contributed by Allison Waldman.