Film - What's Up Doc

With the much-loved screwball comedy coming to EIFF next month, our own much-loved screwball Barnaby Eaton-Jones looks back at What's Up, Doc? AND snags an exclusive interview with Frederick Larrabee himself, Austin Pendleton...

Frederick Larrabee: Who is that dangerously unbalanced woman?

Throughout his career, director and writer (and sometime actor) Peter Bogdanovich has been in love with the Hollywood that went before him. At the time of writing this, he’s actively involved in trying to bring one of the ‘lost’ movies of Orson Welles to the silver screen as he’s long confessed that Welles was his movie-making muse and Citizen Kane was inspiration for his imagination. He’s interviewed genuine movie-making legends and clearly holds those legends as what to aspire to for his own cinematic exploits.

After initial success in the 1970s and 1980s, Bogdanovich has gone through a few fallow periods and career resurrections, as those who enjoy heightened early fame often do. Oddly, his career has somewhat emulated the career of Orson Welles too, in that his first film was critically and monetarily rewarded – bagging many award nominations – and then subsequent fights with studios, other directors, and a struggle to get financing for the kind of films he wanted to make, means his output has been sporadic and often out of his control.

For those that love film, Bogdanovich’s career highlight may well be his languid and beautiful take on American youth in The Last Picture Show, which was his first ‘proper’ film as a director (starring the woman he was to embark on an affair and relationship with, claiming she was his muse; Cybill Shepherd). However, for me, he’ll never equal his madcap reinvention of the ‘screwball comedy’ genre from the 1930s and 1940s, with 1972’s What’s Up, Doc? – a genre resurrection which was wholly intentional, as he admits he actively set out to ape it with this particular film. Even the tagline sets out his stall in the publicity: ‘A Screwball Comedy. Remember them?’

So, why, out of Bogdanovich’s long catalogue of cinema offerings, do I cite this one as his best? It’s simple. It’s because I love comedy. Oh, I can appreciate and wax lyrical about all genres of films, but I’ll always choose a comedy over anything else. Especially a silly comedy. And What’s Up, Doc? is a gloriously silly comedy.

There is a real art in making something so complicated seem so easy and fluid. Comedy is hard. Don’t believe anyone who says it isn’t. To wring laughs out of words and situations takes a special kind of talent. From a combined screenplay from the minds of Bogdanovich himself, Buck Henry (co-creator of Get Smart with Mel Brooks and co-writer of The Graduate) and Robert Preston & David Newman (frequent collaborators, on such films as Bonnie & Clyde and Superman), the story of the film branches off from the first moments, where four identical tartan travelling bags (or plaid bags, if you’re American!) are introduced to the audience alongside their four wildly different owners and contents.

That they all converge on one hotel, The Hotel Bristol, is cue for the comedy confusion to begin. It’s not a new trick but the way the characters intermingle and the plot strands criss-cross to create more and more jokey jeopardy is sublime. There’s a natural break where the action comes to a riotous head at the Hotel before decamping to the home of a rich grant-giving eccentric and the build-up begins again with a manic car chase leading to a superb finale in a courtroom with a sarcastic, irritated and belligerent Judge.

If you love comedy and you haven’t seen it, it’s a film I urge you to watch.


Oh, and Barbra Streisand as Judy Maxwell is the leading female role in the glorious ensemble that Bogdanovich assembled. She’s beautiful, she’s kooky, she’s sassy, witty, intelligent and anarchic – playing everyone off on one another and generally being the reason that chaos ensues. I don’t think she’s ever been better than here, with a relaxed sensibility and a mischievous personality that isn’t grating or affected (which she can come across like in later films). She is one of the four owners of those identical tartan bags, which – for her - contains nothing more than her clothes and a giant Encyclopaedia.

Aside from Streisand, who – of course – sings the theme song and also manages to sing a song within the film itself (both are, unusually, played for laughs and both are a duet with her leading man), there’s Ryan O’Neill as Howard Bannister, Ph. D. in what would have been the Cary Grant role had this been an old school screwball comedy. He’s the owner of the second tartan bag, full of his igneous rock samples. Ryan O’Neill is genuinely perfect as the not-realising-he-is-handsome leading man, who is under the thumb of his fiancée and clearly unhappy about doing anything other than studying. His glasses and expressions give him a world-weary air of academia, and he exudes a clumsy physicality that Christopher Reeves also employed so well in his Clark Kent persona during the blockbuster Superman film a few years later. Good-looking men playing against type, as bumbling and blissfully unaware characters, is not a new thing but it takes a skill to do it as well as Ryan O’Neill does here. He is instantly empathetic and likeable from the first moment the camera pans to him standing outside an airport, staring into the middle distance, holding his tartan travelling bag and being screeched at by his onscreen fiancée.

It’s clear that the Katherine Hepburn and Cary Grant characters from the 1938 film Bringing Up Baby are the template for this duo of Judy Maxell and Howard Bannister (with one ripping clothing gag lifted wholesale but flipped genders. As befitting the more modern update era, it’s Ryan O’Neill who’s subject to the ripped clothes rather than Barbra Streisand!). However, Bogdanovich eschews Katherine Hepburn and cites Carole Lombard as his main inspiration for Judy Maxwell, even comparing Streisand to a modern-day version. However, it is definitely Cary Grant’s template for our male lead and there’s a very clear reference to him in the final scene, where O’Neill repeats Streisand’s character’s name three times - ‘Judy… Judy… Judy.’ This was a popular go-to-phrase for impressionists attempting a Cary Grant voice, even though he never actually said it in any film role! Ryan O’Neill has said that the only advice Cary Grant would give him about playing this kind of normal-to-manic role was ‘wear silk underwear’.


Both Streisand and O’Neill are incredibly natural in these pre-formed moulds they’re cast in, with her quick-witted chatter perfectly bouncing off his hen-pecked and absent-minded persona. They wind each other up brilliantly, with some classic exchanges happening when his frustration reaches boiling point…

Judy: You don’t wanna marry someone who’s gonna get all wrinkled, lined and flabby.
Howard: Everyone gets wrinkled, lined and flabby!!
Judy: By next week?


Then there’s the Howard’s long-suffering but insufferable fiancée, Eunice Burns. She is played with shrill perfection by the late Madeleine Kahn in her screen debut, who brings to life a woman who may well have been middle-aged and frumpy at birth, and clearly likes to be in control of the man she moulded. Without her, it’s debatable whether Howard would have found his way to the Hotel where he’s vying for a grant – immersed as he is in his studies at the musicology college he teaches for, essaying pre-Palaeozoic tambula rocks played as a form of instruments– but she’s clearly far too organised and controlling…

Eunice: Now, tell me, how are you going to introduce yourself?
Howard: What? Oh, well, I’ll probably say something like ‘Hello there, Mr Larrabee. I’m Howard.’
Eunice: You are not.
Howard: I am not Howard.
Eunice: You are not going to say ‘Hi, my name’s Howard’. Anyone could say that. Anyone!
Howard: Anyone named Howard.


The reason for Howard’s attendance at the Hotel is to try and secure a grant for his studies from the Larrabee Foundation, headed by Frederick Larrabee; a role played, with comic perfection by Austin Pendleton – who pitches his benefactor and art collector persona of a rich man doing good just the right side of eccentric; with his burgeoning fascination and horror about Howard’s seemingly mad fiancée, Eunice, developing beautifully all the way through. Pendleton’s Larrabee character is talked about constantly before his appearance, making his first entrance by gliding into a ballroom in a pure white suit, thick-rimmed glasses and a shock of black hair. He’s small, charming and confident; like a much, much less nervous version of the character Woody Allen often writes for himself. His almost permanent smile and immediate fascination with the characters that surround him make him the lynchpin that the film really revolves around, as the money grant he gives is the main focus of the plot – culminating in the confusion and conclusion of the identical tartan travel bags. He’s instantly bowled over by the tall tales that Streisand’s Judy tells and mistakenly believes she is Howard’s fiancée.

Howard: Sir, I must point out to you…
Frederick Larrabee: (Interrupts) I must point out to you that foolish consistency is the hobgoblin of little minds.
Judy: Emerson!
Frederick Larrabee: I beg your pardon?
Judy: Ralph Waldo Emerson, born 1803, died 1882.
Frederick Larrabee: You like Emerson?
Judy: I adore him.
Frederick Larrabee: I adore anyone who adores Emerson.
Judy: And I adore anyone who adores anyone who adores Emerson. Your turn!


The rest of the cast forward the subplots, with the third tartan bag containing Top Secret Government files that have clearly been stolen by Michael Murphy’s mysterious and nervous Mr. Smith character – who checks into the Hotel after he believes he’s being followed and tries to set up a pay-off where he can hand over the stolen documents for big money. Of course, he is being followed by a Government agent called Mr. Jones, played by Philip Roth with Peter Lorre-like intenseness and a brilliant bug-eyed desperation for securing the secrets. Ah, the double-act of Smith and Jones, the go-to fake surname of most popular persuasion! Their subplot intertwines with Eunice Burns towards the end, to make us actually feel sorry for her near-harridan personality when she happens upon the crooks who want to buy the Government secrets.

Whereas the fourth tartan bag contains shedloads of expensive jewellery belonging to a Hotel guest called Mrs. Van Hoskins (played with a snooty and defiant air by Mabel Albertson). That bag is the subject of a very amusing subplot where the German concierge, Fritz (played by Stefan Gierasch, both preening and irate in equal measures), plots with Harry, the Hotel detective, to steal them from her room. Harry is played with a bullish swagger by Sorrell Booke, who would find television fame a decade later by playing Boss Hog - the deceitful and corrupt county commissioner in The Dukes of Hazzard. This character could well be a younger version of Boss Hogg and his violent wrestling scuffles with Mrs. Van Hoskins - when he’s asked to detain her by using his charm alone - is one of the laugh-out loud moments of the film, as he takes her legs out from underneath her rather than having to talk to her.

In among the subplots, towering over the rest of the cast in height and exaggerated performance, is Kenneth Mars as the second finalist in the Larrabee grant award, Hugh Simon (apparently based on real-life critic John Simon, who was a film and drama reviewer of the time, famed for his insulting and rude remarks. He’d been highly defamatory about both Streisand as singer and Bogdanovich’s The Last Picture Show before this film was made). He is pitted against O’Neill’s Howard Bannister and very eager to discredit him as much as he can. His Eastern European origins allows Mars to adopt an outrageous accent and have real fun with a character who’s so vain that he thinks he’s genuinely charming rather than crushingly boorish…

Judy: Has anyone ever told you that you are very, very sexy?
Hugh: Well, actually, no.
Judy: They never will.


The entire film builds to two different crescendos, with the first happening at the end of the Hotel section, and the second happening with everyone ending up in the San Francisco bay. There’s a car chase in the middle of this that was designed to be a mickey-take of the one in the film Bullitt a few years earlier, where Steve McQueen and his Ford Mustang chase up and down the ‘hills’ there at high speed In a highly serious and tense way – becoming momentarily airborne at regular intervals. This one is played for laughs and there’s even the silent comedy standard of two workmen trying to carry a large pane of window glass across the road and constantly having to get out of the way of speeding vehicles (with the inevitable consequences). Because of the damage inflicted by the cars during this filmed chase, any subsequent movie wanting permission to film in San Francisco has had to provide a very detailed scene-by-scene breakdown! The chase itself, so says director Peter Bogdanovich, cost a quarter of the film’s overall budget of $4 million. But, you can clearly see it was money very well spent indeed, as it’s funny and fast and an amazing spectacle, even featuring a Chinese Dragon, wet cement, and a man being chased by a gang of rolling refuse bins.


It all culminates with the entire cast of characters being brought before a Judge in court, with a lovely twist at the end leading into a coda where all the loose plot strands are tied up perfectly. This penultimate scene at the court, before the final denouement, features my favourite exchanges of dialogue as a tired, elderly and unwell Judge – with a serious temper – tries to make sense of a contradictory crowd of characters standing before him; hampered by a too-eager Bailiff at his side (played by Graham Jarvis). The increasingly irate Judge is in the form of actor Liam Dunne, who gives a sublime rendition of a man at the end of his tether both physically and mentally…

Howard: First, there was this trouble between me and Hugh.
Judge: You and me?
Howard: No, not you. Hugh.
Hugh: I am Hugh.
Judge: You are me??
Hugh: No, I am Hugh.
Judge: Stop saying that!! (To Bailiff) MAKE HIM STOP SAYING THAT!


In the end scene, we have some lovely moments as the plots are ended (or re-started) and – of course – a change of coupling here and there. There’s even a great gag poking fun at Ryan O’Neill’s most successful role up until that point, in the award-winning and tear-jerker of a movie, Love Story. In that, he says that love means never having to say you’re sorry. When this is said to his character in What’s Up, Doc?, as an excuse for all that’s happened, he replies with: ‘That’s the dumbest thing I’ve ever heard.’

What’s Up Doc? was a huge success at the Box Office, taking well over $60 million against its $4 million outlay. Bogdanovich would use Ryan O’Neill again for his next movie, Paper Moon (alongside his own daughter Tatum O’Neill), and a re-teaming a few years later of Streisand and O’Neill in The Main Event (when O’Neill suggested her, in place of Goldie Hawn) created another commercial success.

For me, What’s Up, Doc? doesn’t just homage the ‘screwball comedy’ genre it was trying to resurrect, it actually improves on it and brings it bang up to date. To this day, being born a year later than its release on screen, I don’t recall how or when I came to see it. But, I’ve consistently watched it ever since I did.

It’s always difficult to say decisively what your favourite of anything is but, over time, I’d have to say this is the comedy I’ve returned to the most. It still holds up today, due its fast-pace, smooth editing, and farcical plot. If Hollywood, with its trend of rebooting films and franchises, goes anywhere near What’s Up, Doc?, you’ll find me crying myself to sleep in a corner of the room. Unless they want to cast me in it, of course? Hey, I’m not proud.

If you haven’t seen this minor masterpiece (voted #61 of the American Film Institute’s list of 100 Greatest American Comedies – they clearly have a problem with admitting they like Barbra Streisand, as it should be way higher!), then go out and grab a copy on DVD or Blu-Ray. It really does need to be discovered again and again. I’m off to see what the contents of my tartan travelling bag contains.

Judy: I know I’m different but, from now on, I’m going to try and be the same.
Howard: The same as what?
Judy: The same as people who aren’t different.




EXCLUSIVE INTERVIEW WITH AUSTIN PENDLETON (FREDERICK LARRABEE)

Barnaby Eaton-Jones (BEJ): Austin, hello! Thanks for sparing some time to answer these questions on WHAT’S UP, DOC? I’ll dive right in! How did you get cast in the role of Frederick Larrabee? Had Peter Bogdanovich known your work beforehand? Or, as you acted alongside Buck Henry in Catch-22, was there already a connection there as this film was co-written by him? Did you flesh out the character or did he jump off the page like that?

Austin Pendleton (AP): My agent then (Charles Kerin, who worked with Deborah Coleman, a great lady who was my primary agent almost until she retired in her very late 90’s) submitted me for What's Up, Doc?, in the summer of 1971. I'd met Peter Bogdonavich two years before on the set of Catch-22. Peter was with us for a few days in the desert in Mexico, where we were shooting Catch-22, and he was conducting many interviews with Orson Welles, who was the actor I primarily played opposite in that film.

When Charles Kerin suggested Peter see me for What's Up, Doc?, Peter told Charles he thought I was wrong the part. I pressed Charles to have Peter see me anyway, and when Peter did see me I had told him that my Catch-22 part was not like the kind of thing I usually played (this was a lie!) and that I had only done Catch-22 as a favor for Mike Nichols (this, too, was a lie, because of course Mike Nichols was really doing me a favour by casting me in his magnificent movie).

So Peter agreed to hear me audition for What's Up, Doc?. I auditioned and he was surprised that he found me to be right for it, and he cast me.

BEJ: It’s a movie that seems both very tightly-scripted movie and also very loose too, in the sense that it has that anarchic feel of a Marx Brothers film where lines might be ad-libbed in takes and stay in. Was there any room for adding your own ideas or lines, or did you stay faithful to the script as written?

AP: The shoot of What's Up, Doc? was extremely difficult. Not because of anybody's behaviour but because of the difficulty of that kind of material and the way Peter (wisely) decided to shoot it. The anarchic spirit that that movie embodies can only be achieved through the most exacting concentration. The dialogue has to go at lightning speed, and flawlessly. We would ROAR through those scenes, and Peter would say, at the end of the take, "Well, it's got to go faster than that!"

And the way Peter shot many of the scenes, many of them were done entirely in master shots with no coverage -- no close-ups, anything like that -- so that if anybody make even the slightest flub at any point in the scene, we had to start all over again.

We shot it in Los Angeles. I would go back to my hotel room at night and sometimes actually crawl across the floor to the bed. And because the material could only be served by this speed and exactitude there was never any discussion of interpretation. There was literally only one way to do this material. And Peter had a mastery of that way.

This difficulty actually, I think, helped to create the ensemble feeling the movie has. We were all in the same boat, facing collectively that one challenge: the speed and the exactitude.


BEJ: The chemistry between the main cast seems so wonderful that I guess it was a blast working together? Do you have any stand-out memories of any of the main cast that you worked with?

AP: We would all sit around on the set between shots, while the next shot was being set up, and talk about all the therapies that were blooming in the early '70s. These were deep talks. Everybody in the cast was a marvelous person.

BEJ: You've appeared across film, television and theatre - in various creative roles and for various well-known properties - I wondered where you think this particular movie ranks in your list of experiences? Was it a particular highlight?

AP: I still treasure the experience. It's high on any list I could make of my most treasurable experiences in this profession.

BEJ: As a teacher, lecturer and workshop leader, what inspired you get into this world of helping others hone their skills? Is that something you've always wanted to do or was it a natural progression from being a director to being an educator?

AP: I had studied at HB Studio with Uta Hagen and Herbert Berghof (her husband, who had founded HB) and suddenly, one day in late 1969, Herbert asked me if I wanted to teach there. It had never occurred to me before that to teach. And I've been teaching there ever since!

BEJ: Austin Pendleton, thank you very much indeed!

Follow Barnaby on Twitter @BarnabyEJ