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Each character in this movie — down to the smallest one — is an individual rather than a type, prone to spontaneous changes of mood and sometimes amusing outbursts of pettiness or ill humor.

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.

This was a very interesting movie because of what it was able to accomplish. Anyone who watches the first 30 seconds and has a functioning brain would be able to see exactly what the plot will be for the rest of the movie. It is so very predictable in the story that will happen. Nevertheless, that did not detract from it. Unlike many modern comedies that make jokes and almost wait for the audience to laugh or respond before moving on, this comedy made most of its jokes with its tongue in its cheek. They were subtle and almost under the breath of the characters, resulting in a hilarious movie. The best way to describe it would be a fantastic stand-up routine that was shooting jokes in rapid succession. Yes, the basic film elements were there, but this movie was so incredibly entertaining. What's Up Doc was able to capture the essence of something that so many comedies attempt to do now, but in an elevated manner. It didn't have to resort of fowl language or sexual content to get a laugh, but the wit of the writing and the strength of the acting. Hopefully one day we will be able to get another comedy on this level instead of the quiche junk that is made now.In conclusion, it was brilliant and I highly recommend it for anyone who enjoys quick witted and dry humor.

What's Up Doc (1972): Dir: Peter Bogdanovich / Cast: Barbra Streisand, Ryan O'Neal, Madeline Kahn, Kenneth Mars, Liam Dunn: Hilarious send off to Loony Tunes humour done in live action. Four identical suitcases end up in wrong hands, and the innocence of a chance encounter. Ryan O'Neal plays Howard Bannister who is set to give a speech for his research but encounters the forcefully friendly Barbra Streisand creates one catastrophe after another. Director Peter Bogdanovich switches genres from his previous hit The Last Picture Show and proves to know the mechanics of physical humour and dialogue that is so funny and witty yet natural. Streisand plays off the naughty yet lovable qualities that render her sympathetic despite her chaotic actions. O'Neal is the perfect foil struggling to maintain dignity in the face of disaster. Madeline Kahn plays the controlling fiancée Eunice who is a victim of oversight. Kenneth Mars plays a stuck up competitor to the grant O'Neal is aiming for. Liam Dunn plays a judge in one climatic sequence and it becomes the single funniest portion of the film. Few films since The Great Race celebrates the spirit of cartoon slapstick so joyously with several classic moments ranging from the mixed up passing cases, to the road chase where a sheet of glass comes into play, to the most hilarious and surprising court summons. Result is slapstick humour at its very best. Score: 10 / 10

If Bringing Up Baby, His Girl Friday, Ernst Lubitsch, Howard Hawks, and 1930s cinema don't mean anything to you, then What's Up, Doc? might not either. What's Up, Doc? is so good, though, you may start caring about those films and those directors and that era. The 1940s had film noir, the '50s had decadent, hip romantic comedies, and the '60s started cute and then went a little crazy (you cannot define them). Meanwhile, the '30s had the screwball comedy, a subgenre in which every character speaks like they're competing for the fastest talker in the world award and gets into situations you'd only find in your worst nightmares (e.g., cat-and- mouse games with leopards, falling in love with con artists/charming eccentrics). In other words, there's nothing better.Apparently, Peter Bogdanovich thinks so too. He began his career as Martin Scorsese's brotha-from-anotha-motha (critically, that is) but has slowly faded, in terms of popularity and critical adoration (the last film he directed was The Cat's Meow, a fluffer released in 2001). Like Prince, Bogdanovich hit his peak at the beginning of his career — naturally, keeping early acclaim is not an easy task. One can hardly fault him for being a quintessential '70s director: he has given us some of the best movies ever made. It's impossible to mention The Last Picture Show, Paper Moon, or What's Up, Doc? in the scope of cinematic history and only get a passing reaction. But let's talk about What's Up, Doc? for a minute (or the rest of the review). It was made between the heaviness of The Last Picture Show and the sardonicism of Paper Moon. Both were filmed in black-and-white, both were sad-funny (or just plain old sad), and both existed in a middle ground between bruising reality and sweeping cinematic fundamentals. What's Up, Doc? is the odd man out: it's filmed in color, is a full-blown comedy, and has nothing to say about culture except for a superiorly meta remark about Love Story (you know, the movie that made Ryan O'Neal a star?). It's a screwball comedy, though, and that's part of the fun. Most thought the genre died around the time 1949's I Was a Male War Bride came out; but no. What's Up, Doc? is too well executed and much too rib- tickling to be passed along as an homage. It's a cleverly conceived addition to an established genre that reigned all the way back to the days when Norma Shearer was still considered to be a big deal (and that was ages ago).This time around, Katharine Hepburn and Cary Grant are replaced by Ryan O'Neal and Barbra Streisand with gusto; O'Neal is the square, Streisand is the cuckoo bird who wins him and us over with her unrealistic, unintentional humorousness. O'Neal portrays Howard Bannister, a musicologist in town with his overbearing fiancée (Madeline Kahn) to receive a grant offered by Frederick Larrabee (Austin Pendleton); Streisand is Judy Maxwell, a fast-talking, multiple collegiate failing woman who decides that Howard is the man for her, and that Howard, from now on, will be called Steve. Other guests pass through the hotel, including Mrs. Van Hoskins (Mabel Albertson), an aging socialite covered in gleaming jewels, Mr. Smith (Michael Murphy), a potential whistleblower carrying top secret files, Mr. Jones (Phillip Roth), who is following Mr. Smith, a bunch of thieves who hope to steal Mrs. Van Hoskins diamonds, and more. But that's not all. Four of these people are carrying identical bags; four of them lose their bags; and four of them find themselves in the possession of materials that certainly aren't theirs. Farcial tensions ensue.It's difficult to write about comedy, especially comedy like this, because, in the case of drama or other sweeping genres, there is an opportunity to go deep in the analysis, pointing out a metaphor here, an allusion over there. What's Up, Doc? isn't particularly scholarly, nor is it sweeping or deep, but boy is it funny. A film like this takes a cinematic master that has the ability to make such plot complications read seamlessly, and Bogdanovich is the perfect man for the job. He has clearly studied the pulses of films like My Man Godfrey and Midnight, and emulates them without a single flaw. It's short — a quick 93 minutes — and not one moment goes by without a smile, a laugh, or something like that. The dialogue gets the tone of His Girl Friday just right, and O'Neal and Streisand are just as good as Grant and Hepburn were in Bringing Up Baby. (Streisand has never been better.)And there's that car chase. That car chase. I can't give away too much, but I will reveal that obstacles include a glass wall, a street blocking ladder, a costume shop, a Chinatown parade, drying cement, a wedding, and even San Francisco Bay. Things that wouldn't be obstacles in real life but are here, somehow easy to accept. How the characters run into them I cannot say, but the way Bogdanovich executes the scene is effortless. Its comedic panache is almost erotic. Like I said earlier, though, comedies are hard to write about. So I'll put it shortly and sweetly: What's Up, Doc? is one of the best, and one of the smartest, and missing out on its pleasures may as well be a federal offense. So get moving, buster.