What’s Up, Doc?
Opened March 9, 1972
"I never understood What's Up Doc?" Barbra said with a laugh when she was honored by the American Film Institute in 2001.
Buck Henry, screenwriter of Doc, explained that "What's Up Doc? is a farce, which generally means it's about nothing except itself."
Director Peter Bogdanovich further elaborated about Barbra's involvement with the film: "She got it, she just didn't think it was particularly funny. She did it because she liked me and she liked The Last Picture Show and wanted to do a picture with me. "
What's Up Doc? is generally considered to be one of Barbra's funniest movies — a classic comedy in the tradition of Howard Hawks' Bringing Up Baby with Cary Grant and Katharine Hepburn.
It is interesting to note that Barbra's involvement with Doc happened because of Elliott Gould. Bogdanovich recalled, "Elliott Gould was shooting a picture called A Glimpse of Tiger at Warners. He was having some problems, they had problems with Warner — they fired him and shut down the picture and decided to change the leading character from a man to a woman and cast Barbra in the part, his ex-wife, which is pretty weird." Bogdanovich and Streisand wanted to work together but could not decide on whether to make a drama or a comedy. Bogdanovich wanted to do a comedy and told a Warner Brothers executive he wanted the film to be "sort of like Bringing Up Baby, where the square professor, she's a crazy girl, maybe she could be a girl who knows a lot, been kicked out of a lot of colleges, so she knows a lot. You could steal that from Glimpse of Tiger. But other than that, there's nothing usable — I don't want to make that kind of movie. I want to do a flat-out screwball comedy like Bringing Up Baby."
Peter Bogdanovich explained to writer Gordon Gow, “So we had to work fast on the script. Because of Barbra’s commitments, and Ryan O’Neal’s, we had to start shooting in August  and this was May. We got a script done with two different sets of writers—first, Robert Benton and David Newman who did Bonnie and Clyde and then Buck Henry. Both of them went through three drafts. So there was quite a bit of work.”
Bogdanovich elaborated about the writing process in Conversations at the American Film Institute with the Great Moviemakers by George Stevens, Jr. He said that Benton and Newman “worked for three weeks and ended up with a draft that needed a lot of work. I rewrote it a little and had a reading with Ryan and Barbra. I read all the other parts and talked my way through all the action sequences, and at the end of it they both committed to it. John Calley [the head of Warner Brothers] suggested we bring in Buck Henry to rewrite it, who said, ‘You're going to hate me but I don't think it's complicated enough. You need another suitcase.’ So we added the whole Top Secret suitcase which was inspired by the Pentagon Papers story. That's why we cast Michael Murphy, because he looked a bit like Daniel Ellsberg. Buck rewrote the script, which is more or less what we shot. We made up some of the jokes as we were planning and shooting it. For the party scene in the millionaire's house, all Buck wrote in the script was: There is now a fight which will be brilliantly staged by the director. That was it. Thanks a lot, Buck.”
Bogdanovich used Cole Porter songs as the background score in the Hotel Bristol. He filmed Barbra singing “As Time Goes By” to Ryan O’Neal live on the film set—O’Neal played a fake piano while a real pianist played Barbra’s accompaniment off screen. The director also requested that Streisand sing “You’re the Top” over the opening credits. “I heard Ethel Merman sing ‘You’re the Top’. And I thought, ‘What a great song!’ I don’t think I’d ever heard it before. And I said, ‘Let’s do that.’ I suggested it to Barbra and she said something unprintable about it, but then she did. And she did it great. She argued about it, even when we did it, but she did it.”
Artie Butler scored What’s Up Doc? and worked with Streisand on the title tune. “When we did ‘You’re the Top’,” Butler said, “I remember her calling me up one night and saying, ‘I really love that arrangement.’ And we talked about the vocals. The song, as finished, was not one vocal performance. It was pieced together from a bunch of different tracks. Barbra is the one that made the choices. She called me up and said, ‘[We’re gonna use] ‘You’re the top,’ Track 6; ‘You’re Mahatma Gandhi’, Track 7; ‘Nile’, Track 10; or whatever. She broke it down. She knew what she was talking about 101 percent.” (In the recording industry, this is known as “comping”. Comping involves recording several takes of the tune, then selecting the strongest elements and combining them into a composite performance.)
I relate primarily to micas, quartz, feldspar. You can keep your pyroxenes, magnetites and coarse-grained plutonics as far as I'm concerned.”
— Judy Maxwell (Barbra Streisand in What's Up, Doc?)
Many times, Peter Bogdanovich himself rehearsed scenes, standing in for Streisand or O’Neal. By rehearsing like this, he was able to convey to his actors exactly how he wanted them to perform the scene.
Ryan O’Neal discussed working with Barbra on Doc:
[Barbra] doesn’t work from a confidence base. 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 [Bogdanovich] 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.
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