FILM · 1972
What's Up, Doc?
75 archived facts 7 topics 1 source Last reviewed Oct 2026
All facts (75)
- #001
Ryan O'Neal met Cary Grant because his role was inspired by the stuffy professor Grant played in Bringing Up Baby (1938). The only advice Grant gave him was to wear silk underpants.
- #002
This was Madeline Kahn's first feature film.
- #003
The final chase scene, also shot in San Francisco and a parody of the then-recent Bullitt (1968), cost $1 million to film (a quarter of the total budget), required 19 days and 32 stuntmen, and ended up with 11 minutes of screen time. The segment with the large pane of glass alone took four or five days to shoot. The flat glass sheet was filmed at the intersection of Balboa and 23rd Avenue in San Francisco's Richmond District.
- #004
The gag in which Judy bends a fender while crossing the street toward the Bristol Hotel was added at the last moment. When no show car was available, Peter Bogdanovich instructed a crew member to rent two cars and make sure collision insurance was taken out. He then staged the wreckage before returning the battered cars.
- #005
When Howard Bannister arrives at the cocktail party in the under-construction penthouse, it was not a set but the Hilton's "Starlight Roof," which was actually being remodeled at the time. The San Francisco view is the room's real view. A piano was brought in and set up in the room for the shoot. Barbra Streisand sang the song live rather than to a recording because director Peter Bogdanovich wanted it to look natural for her to sing while coming down from the top of the piano.
- #006
The long-haired blond delivery boy whose bicycle Judy steals is played by Ryan O'Neal's brother, Kevin O'Neal. The woman sitting next to him on the plane in the final scene is their mother, Patricia O'Neal.
- #007
The pizza restaurant where Judy Maxwell watches the pizza being made was a real pizza restaurant at the time and has remained almost the same to this day. It is located on Bush St. at Jones.
- #008
It was the first American film to credit its stunt performers in the titles (the first British film to do so was the James Bond film Moonraker (1979)).
- #009
The film premiered in 1972 at the 6,000-seat Radio City Music Hall in New York City. In its first two weekends, the film broke the box-office record that had stood since 1933.
- #010
In the scene where the cars enter the water, the stuntman standing in the open-top Cadillac suffered a severe concussion when he hit the water. Years later, the stuntman could not remember doing it.
- #011
The obnoxious "Hugh Simon" character played by Kenneth Mars is widely thought to be an unflattering parody of film and drama critic John Simon, who had a significant media profile at the time and was known for his rudeness and for his often extremely personal and demeaning remarks about the people whose work he reviewed, and who on television largely disparaged Peter Bogdanovich's acclaimed previous film The Last Picture Show (1971) and in print largely slandered Barbra Streisand.
- #012
In the big chase scene, a man is chased by a large number of garbage cans. This is a tribute to Buster Keaton's feature film Seven Chances (1925).
- #013
When Judy Maxwell is seen outside on the side of the hotel, it was shot on a sound stage in Burbank, but the long shot of Judy hanging from the ledge is actually a stuntwoman hired to dangle from a building in Westwood, California.
- #014
A male stunt double was used in place of Barbra Streisand for the long shots of her riding the bicycle. He fell during a sharp turn and broke his ankle.
- #015
At the Chinatown parade with the Chinese dragon, the music the group plays is a Mexican song, "La Cucaracha" ("The Cockroach").
- #016
As Judy stops in front of the pizza parlor and watches the chef toss dough, "Santa Lucia" can faintly be heard from inside. The singer is Peter Bogdanovich.
- #017
Ryan O'Neal's line in the airport terminal ("Judy? Judy? Judy.") is a tribute to Cary Grant, who starred in Bringing Up Baby (1938), the film that inspired this one. Although Grant never said "Judy, Judy, Judy" in any film, the line was constantly attributed to him.
- #018
According to Peter Bogdanovich, Cary Grant, who had appeared in at least 28 films shown at Radio City Music Hall, learned that this film would be playing there and advised him: "When it opens, you go down there and sit in the back while 6,500 people laugh at something you did. It'll be good for your heart." Bogdanovich followed this advice, and the film set a record at the Music Hall.
- #019
The stuntman playing the gentleman sitting in the back seat of the open-top car in the chase scene caught a cold when he hit his head on the pier's awning just before the car left the pier.
- #020
Judy's areas of expertise: (1) Political Science, Colorado State; (2) Advanced Geology, Wellesley; (3) Musical Appreciation, Bennington; (4) Comp Lit, Northwestern University; (5) Archaeology, Tuskegee Institute; (6) General Semantics, U of Chicago; (7) Veterinary Medicine, Texas A & M; (8) Chemistry, school not given; (9) New Math, Mt Holyoke.
- #021
When Judy tells the woman on the plane that the new school she is going to is a small college but that there are those who love it, she is in fact quoting Daniel Webster's famous argument before the Supreme Court in the Dartmouth College case around 1820.
- #022
At Frederick Larrabee's mansion, apart from the stained-glass windows that are copies of the real San Francisco residence (at 2018 California Street), the ultra-modern interior is decorated entirely in black and white, including the butler and the maid. This was done to make the colorfully dressed guests at the party stand out.
- #023
Much of Hugh Simon's "foreign" language was actor Kenneth Mars's invented rendition of Serbo-Croatian, the native language of director Peter Bogdanovich.
- #024
Judy's inability to turn off the windshield wipers during the chase scene is a nod to the fact that VW Beetles had various control knobs with hard-to-understand symbols, since at that time all Beetles were imported from West Germany.
- #025
Sylvester Stallone appears as an extra in this film. However, because he walks very far into the background, he can hardly be made out clearly in his scenes.
- #026
The film became the third highest-grossing film of the year in the North American continent, after The Godfather (1972) and The Poseidon Adventure (1972). The film was re-released in the same region in 1973.
- #027
The lobby and pharmacy of the "Bristol Hotel" were the real San Francisco Hilton Hotel, filmed late at night when it could be closed for shooting. The real Mason Street entrance was also used for a few shots, but these were filmed during the day. For a brief moment, a crowd of onlookers standing across the street can be seen.
- #028
During the chase scene, the large black limousine loses its hood during a sharp turn. This was an accident, but it was kept in the film.
- #029
To prepare for this film, director Peter Bogdanovich had Ryan O'Neal and Barbra Streisand watch The Lady Eve (1941).
- #030
The idea of a hand opening the cover of a book for the opening title sequence came from Howard Hawks's Red River (1948), a personal favorite of director Peter Bogdanovich.
- #031
Artie Butler did not write a score for this film. The music was actually previously recorded melodies from Warner Bros., a library that Butler arranged to sound like "elevator music" throughout the film. He recorded the songs Barbra Streisand sang for the film but did nothing more.
- #032
The four bags contain: a) igneous rocks with musical properties belonging to Dr. Howard Bannister, b) government documents belonging to Mr. Smith, c) jewels belonging to Mrs. Van Hoskins, and d) clothes and a dictionary belonging to Judy Maxwell.
- #033
This was actor Randy Quaid's first film role, playing Professor Hosquith. Quaid had previously worked with director Peter Bogdanovich on his first film, The Last Picture Show (1971).
- #034
The film featured many actors who appeared in Mel Brooks's comedies. Among them were Liam Dunn, Madeline Kahn, John Hillerman and Kenneth Mars.
- #035
A woman once approached Peter Bogdanovich in Washington, D.C., and told him that she and her husband had fallen in love because this film was their shared favorite, and that they had lived happily ever since.
- #036
The film ranks 68th on the American Film Institute's "100 Years… 100 Passions" list. It also ranks 61st on AFI's "100 Greatest Comedies" list.
- #037
While trying to get away from Judy on the escalator, Howard's jacket is torn from behind. The same thing happens to Katherine Hepburn's dress in "Bringing Up Baby," forcing her to stand directly behind Cary Grant's character to save him from embarrassment and to escort him out of the ballroom together.
- #038
The film drew inspiration from the screwball comedies of the 1930s and 1940s starring actors such as Cary Grant, Katharine Hepburn and Carole Lombard and directed by filmmakers such as Howard Hawks and Frank Capra. It also drew on silent comedies such as Mack Sennett, the Keystone Cops and Harold Lloyd, and Ryan O'Neal's mannerisms in the film were based on Lloyd. The Marx Brothers were also an inspiration for the film. LATER UPDATE: Neither Lloyd nor the Marx Brothers had any influence on this picture. The only Hollywood comedian mentioned in connection with the film was Buster Keaton, and Peter Bogdanovich said the exciting car chase was a tribute to Keaton's work.
- #039
During the bailiff's opening instruction to the court, the inclusion of the judge's name, although hard to make out, undermines the impression that she is related to Judy.
- #040
The view Judy Maxwell sees below while she is out on the ledge outside the hotel looks down from the St. Francis Hotel. The old Stewart Hotel (across the street at 353 Geary) is clearly visible.
- #041
Although actor Randy Quaid played a professor, he was only 21 years old during the making of the film.
- #042
Director John Ford was on the film set on the day the courtroom scene was shot.
- #043
Two years after this film, Kenneth Mars, Madeline Kahn and Liam Dunn would appear together in Young Frankenstein (1974). In both films Mars played the male lead's sworn enemy who speaks with a foreign accent, while Kahn played a bullying, jilted fiancée.
- #044
The film is a tribute to Bugs Bunny as well as to the screwball comedies of the 1930s, especially Bringing Up Baby (1938).
- #045
Adjusted for inflation to 2021 prices, the total cost of the damage (excluding the damage to the stairs at Alta Plaza Park) came to $127,667.38. In 1972 the stated cost of a VW Beetle can be put at $2,500.
- #046
Several crew members appear in the film as guest actors. Photographer Bruce McBroom plays Mrs. Van Hoskins's lover, whose hand she kisses beside the escalator just before the "use your charm" scene. Key grip Leonard Lookabaugh plays the painter who finds Howard and Judy kissing on the roof. Assistant director Frank Marshall plays the man who angrily throws a shovel after the cars drive through the sand during the chase. The man who flies through the window on the stairs and Mr. Smith's taxi driver during the chase are played by stunt performers.
- #047
The background music heard during the American Musicologists' banquet consisted of themes from Thoinot Arbeau's Orchésographie, unusually played on sitar and Hammond organ. Moreover, the melody the Chinese band unusually played on German glockenspiels was the Mexican tune "La Cucaracha".
- #048
This film was strongly influenced by the work of Howard Hawks. As a tribute to Hawks, Judy addresses Howard as 'Steve', because that was the nickname used by his wife.
- #049
The $20,000 music research grant Howard is eventually awarded is equivalent to a value of more than $150,000 in 2025 dollars.
- #050
Howard's jacket and bow tie are in the same tartan pattern as the ubiquitous overnight bags: Royal Stewart.
- #051
By 2008, room 1717 of the San Francisco Hilton no longer existed.
- #052
The melody played in the scene when Judy crosses the street and enters the hotel is the chorus of "Funiculi, Funicula".
- #053
Mrs. Van Hoskins is seen wearing the latest trend in early '70s fashion: hot pants. The short shorts were briefly in fashion, and there was even a perfume named after them.
- #054
While Howard stands in front of the TWA flight board (near the end of the film), a sign indicates that no arrival or departure announcement will be made, yet a departure announcement can in fact be heard a few minutes later.
- #055
The hotel corridor's decor was designed to look as unpleasant as possible, using a color combination that would never be used.
- #056
Barbra Streisand's zany performance is a tribute to the great comediennes of the 1930s such as Carole Lombard, Marion Davies, Jean Arthur and Irene Dunne.
- #057
Four actors in this film reunited a year later in Paper Moon (1973): Ryan O'Neal, Madeline Kahn, John Hillerman and Randy Quaid.
- #058
The opening and closing scenes were shot at San Francisco International Airport (SFO), then the TWA terminal. At the time TWA had a film liaison office at LAX that worked almost exclusively with production companies. The one notable exception was Bullitt (1968), which took advantage of the PSA and Pan Am hubs being located at SFO.
- #059
The hotel's gift shop (in reality the San Francisco Hilton) contains period items that have now (2021) almost entirely disappeared, such as color souvenir slides, camera film, portable radios and a manually operated cash register. Alka Seltzer and Bayer aspirin were still in use as of 2021.
- #060
During the chase scene, Howard and Judy pass a wedding taking place at Saints Peter and Paul Church in San Francisco, California. The church has been used in many films, starting with The Ten Commandments (1923) while it was under construction.
- #061
During the courtroom hearing, Judge Maxwell, exasperated with Howard Bannister, begins rolling steel balls in his hands. This mannerism is a reference to Captain Queeg, played by Humphrey Bogart in The Caine Mutiny (1954).
- #062
In the scene where Judy and Howard steal the VW Beetle, you can see that many of the stunt performers are wearing white sneakers.
- #063
It was included on the American Film Institute's 2002 list of the 100 greatest American love stories.
- #064
The San Francisco Hilton, which stands in for the Hotel Bristol, has always had a top-tier rooftop bar and restaurant known for its city views. The current incarnation, "Cityscape," was still operating as of 2021.
- #065
John Hillerman, who plays hotel manager Kaltenborn, later spent ten years on Magnum, P.I. (1980) as the estate manager Higgins.
- #066
During the hotel mix-up before the confrontation at Larrabee's house, the journeys of the four bags are as follows: 1. The bag containing the government documents is hidden by reporter Mr. Smith in Mrs. Van Hoskins's room, 1713, next to his own room, 1713. House detective Harry mistakes it for the jewelry bag, steals it and hides it under Eunice's bed in her room, 1714. Eunice thinks it is the bag of rocks and leaves it outside Howard's room, 1716. Howard brings it into his room. Judy thinks it is her bag, takes it during the fire (off screen) and then brings it to Larrabee's house. 2. The bag containing Howard's rocks was placed by Eunice under her bed in the hotel room. Desk clerk Fritz mistakes it for the jewelry bag, steals it from under Eunice's bed and puts it in Mrs. Van Hoskins's room. Harry takes it and hides it in the hotel basement, then brings it to 459 Dirello Street and Larrabee's house. 3. The bag containing Judy's clothes is brought by her to Howard's room. Mr. Smith mistakenly thinks it is the briefcase, steals it during the fire and then brings it to Larrabee's house. 4. The bag containing Mrs. Van Hoskins's jewels is brought by her to her room. Government agent Mr. Jones mistakes it for the document bag, steals it and brings it to his unofficial room next door, 1717. Hearing Harry about to enter, he takes it and flees toward the ledge, and during the fire moves with it toward Howard's room. Howard thinks it is the bag of rocks, takes it during the fire (off screen) and then brings it to Larrabee's house.
- #067
Ryan O'Neal's character, Howard Bannister, is named after film director Howard Hawks. The glasses he wears are a reference to Harold Lloyd.
- #068
The courtroom scene is clearly a tribute to Abbott and Costello (Bud Abbott and Lou Costello), and their wordplay-style routines, especially Howard's explanation to the judge about who is who and the Who's on First? routine with Wife, Fiancée, Eunice, Burnie, etc. The A&C homage is even more evident in the Howard, Hugh and Judge Maxwell interaction, which resembles the Hugh/You, You Me/No, I Hugh (You) routine in a way, and the Mud/Mother routine and the like. LATER UPDATE: Abbott and Costello had no influence on the writing of this picture. The only Hollywood comedian mentioned in connection with the film was Buster Keaton, and Peter Bogdanovich said the climactic car chase was a tribute to Keaton's work.
- #069
The hotel detective and jewel thief is played by Sorrell Booke. He would go on to play another cunning, conniving type, Boss Hogg, in The Dukes of Hazzard (1979).
- #070
At one point Howard shouts "for Pete's sake." Barbra Streisand starred in For Pete's Sake (1974).
- #071
The music prize offered in the film is worth $20,000, which would be about $155,000 in 2025 dollars.
- #072
Fourteen classic Volkswagen Beetles were identified in the film. A blue Beetle painted with "Just Married" appears during a car chase through the city, five Beetles are seen loaded onto a car carrier, and the other eight are seen parked or being driven in the background.
- #073
The scene in which Howard unexpectedly encounters Judy in the hotel bathtub may be a humorous nod to the James Bond film Dr. No (1962), in which Bond meets Sylvia Trench while she is playing golf at his home. Interestingly, Trench is played by Eunice Gayson, who shares her first name with Madeline Kahn's character in this film.
- #074
Howard Bannister's bow tie matches his bag.
- #075
What's Up, Doc? was also a novel by Carole Smith.
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