What's Up, Doc? (1972 film)  

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What's Up, Doc? is a 1972 American romantic screwball comedy film released by Warner Bros., directed by Peter Bogdanovich and starring Barbra Streisand, Ryan O'Neal, and Madeline Kahn. It is intended to pay homage to comedy films of the 1930s, especially Bringing Up Baby, and Warner Bros. Bugs Bunny cartoons.

Plot

The story, which takes place in San Francisco, centers on four identical plaid overnight bags and the people who own them.

• The first bag belongs to the mysterious "Mr. Smith" and contains top-secret government papers. There is at least some indication that he has them illegally and wishes to make them public, as a whistleblower. The equally mysterious "Mr. Jones" identifies himself as from the government, and is on a mission to recover the documents.
• The second bag belongs to Dr. Howard Bannister, and is filled with igneous "tambula" rocks that have certain musical properties. Bannister, a musicologist from the Iowa Conservatory of Music, and his tightly wound, overbearing fiancée, Eunice Burns, have come to San Francisco to obtain a grant offered by Frederick Larrabee. Howard, who struggles to be patient with Eunice, has a theory that ancient man may have used rocks to create music. Howard's rival for the grant is the ethically challenged, dubiously-accented Hugh Simon, who is apparently from Yugoslavia but seems to be doing work in Western Europe.
• The third bag belongs to Judy Maxwell and is filled with her clothing and a large dictionary. No matter where Judy goes, trouble happens, from car crashes to spontaneous combustion of hotel rooms. She never finished college, but nevertheless has amassed a considerable amount of knowledge from all of the courses she took at the many institutions of higher learning from which she was expelled.
• The fourth bag belongs to Mrs. Van Hoskins, a rich woman who is using it to store her sizable collection of valuable jewels.

Howard, Eunice, Mrs. Van Hoskins, and Mr. Smith all check into the Hotel Bristol at the same time. Judy, trying to score a free meal, lodges herself there without paying, notices Howard and begins pursuing him (to his bewilderment). Two hotel employees, Harry and Fritz, attempt to steal the jewels, while Mr. Jones attempts to retrieve Smith's bag. Over the course of the evening, the bags get switched haphazardly from room to room as the four parties unwittingly take one another's suitcases. Howard ends up with the jewels, Judy with the documents, Mr. Smith with the clothes, and the thieves with the rocks.

Meanwhile, Judy uses her humor, charm and academic knowledge to secure the grant for Howard, while masquerading as Eunice at the musicologists banquet hosted by Larrabee. She then indirectly contributes to the destruction of Howard's hotel room (after Howard finds her taking a bath in his tub, and Eunice suddenly appears). The following day (after Howard and Judy share a romantic moment), everyone makes their way to a party at Larrabee's upscale Victorian home, where a major fight scene occurs involving guns, furnishings and pies.

Howard and Judy take all the bags and flee through San Francisco, first on a delivery bike, and then in a decorated Volkswagen Beetle stolen from a wedding party, pursued by the thieves, Mr. Smith, Mr. Jones, Eunice, Simon, Larrabee and a few roped-in bystanders. They go through Chinatown disrupting a parade, down winding Lombard Street, through wet cement, through a panel of glass, and eventually into San Francisco Bay at the ferry landing, after causing several collisions.

All the protagonists finally end up in court, under the gavel of the world-weary, medication-dependent and curmudgeonly Judge Maxwell who, improbably, turns out to be Judy's father. At the shock of seeing his daughter in the middle of the trouble (she was hiding in a blanket during the proceeding), he collapses along with his desk.

In the end, everything is cleared up: Howard gets his rocks back, Mrs. Van Hoskins pays the considerable damages in Howard's name with the reward money he would have received for the return of her jewels, the hotel thieves are forced to flee the country and the papers are put back in the hands of the government. Judy exposes Simon as a fraud and plagiarist, thus getting Howard the grant. Eunice leaves Howard for Larrabee, and Judy announces she is making one more attempt at college, studying Music History at the Iowa Conservatory of Music with Bannister as her professor. Howard and Judy proclaim their love for one another, sharing an airborne kiss while their in-flight movie is the Bugs Bunny cartoon that gave the film its name.

Cast

• Barbra Streisand as Judy Maxwell
• Ryan O'Neal as Howard Bannister
• Madeline Kahn as Eunice Burns
• Kenneth Mars as Hugh Simon
• Austin Pendleton as Frederick Larrabee
• Michael Murphy as Mr. Smith
• Philip Roth as Mr. Jones
• Sorrell Booke as Harry
• Stefan Gierasch as Fritz
• Mabel Albertson as Mrs. Van Hoskins
• Liam Dunn as Judge Maxwell
• John Hillerman as Hotel Manager Kaltenborn
• George Morfogen as Rudy, Head Waiter
• Graham Jarvis as Bailiff
• Randy Quaid as Professor Hosquith
• M. Emmet Walsh as Arresting Officer
• Sylvester Stallone as Hotel Guest (uncredited)