The film is a tribute to the screwball genre that's almost dead now, and also gives several nods to the Looney Tunes for inspiration. The plot revolves around several characters staying in a hotel, all with matching overnight bags. There are mix-ups, the bags change hands, people mistake identities, slam lots of doors, run up and down lots of halls, and chase each other around SanFrancisco in a variety of vehicles.
Some of it works, some of it doesn't. Part of the problem is everyone seems to know they're being funny. Film critic turned director, Peter Bogdanovich, clearly approached this movie with a, "Hey, gang, let's make a comedy!" attitude, and it rubbed off on everyone. Everyone's always winking and nodding at (and sometimes talking to) the camera/audience and we occasionally get the feeling they want us to laugh just because we're supposed to and not because they actually put the work in.
But, despite all that, I can't deny there are long stretches of the film that work very well. The set up was a little clumsy, and I don't quite get Streisand's immediate attraction to leading man, Ryan O'Neal, a bespectacled, nerdy, shy, clumsy musicologist carrying around a bag of precious igneous rocks. But, once the plot kicks in and dominos start falling over, the chain reaction gains its own momentum and the "why" doesn't really matter anymore.
The other strong presence aside from Streisand and O'Neal is Madeline Kahn in her screen debut. I'm familiar with her only from Mel Brooks movies and CLUE, but she shows the same comedic genius early on, reaching such heights of exasperation that her dialogue almost comes off as lyrics in a song.
O'Neal pales in comparison here to the energy of Streisand, but he does show there's more to him than the bland, whiny persona he was stuck with in LOVE STORY. In fact, WHAT'S UP, DOC? sticks it to LOVE STORY nicely when O'Neal apologizes to Streisand near the end of the film. He says he's sorry, she quotes LOVE STORY:
STREISAND: Love means never having to say you're sorry.
O'NEAL: That's the stupidest thing I've ever heard.
I know, right?
Another great line from Streisand:
"I know I'm different, but from now on I'm going to try to be the same."
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