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Four years after launching to film stardom with musical drama Funny Girl, which was her feature debut and 1968’s highest-grossing movie (and led to her first Oscar), Barbra Streisand pivoted by co-starring with Ryan O’Neal in What’s Up, Doc?
Director Peter Bogdanovich’s homage to classic screwball comedies like Bringing Up Baby, it was released March 10, 1972, became the third-highest-grossing title that year and was later honored as one of AFI’s top 100 comedies. But Streisand initially didn’t know what to make of the film, in which Judy (Streisand), a pot-stirring charmer, and Howard (O’Neal), a dweeby musicologist, find themselves entwined in a high-stakes game of “Whose bag is whose?” after four identical plaid suitcases arrive at a San Francisco hotel.
“I didn’t understand what was going on with the story half the time and just trusted Peter’s vision,” Streisand admits to THR 50 years later. “I never knew it would become a big hit because I was always confused about which suitcase was which!”
According to Bogdanovich, who died in January at 82, Streisand wanted to work with him after seeing an early screening of The Last Picture Show and was hoping he would make another drama. “She was disappointed that we did a way-out comedy,” Bogdanovich told THR in 2013. But he added, “She’s so good as a comedienne that it was easy for her.”
Robert Benton, a co-writer on the project and an Oscar winner for directing Kramer vs. Kramer, admired the filmmaker’s commitment to a vision. “He understood the movie and convinced [Barbra and Ryan] what it should be, and it was great,” Benton says. “He did the modern version of Bringing Up Baby, and nobody’s tried to do that again. Peter was the only one who could do it.”
Austin Pendleton, who played the musicologist doling out the research grant that Howard covets, remembers auditioning for the film with an earlier version of the script penned by Benton and writing partner David Newman, who had previously written Bonnie and Clyde together. Later on, Buck Henry joined the project as a writer, and among the changes the script underwent was getting a more romantic ending for the two leads. Pendleton praises both scripts but describes the version Henry worked on as “more far-out.”
O’Neal, who had been best known for mostly dramatic roles, such as his Oscar-nominated part in Love Story (1970), says he cherished his time with Streisand and Bogdanovich. “I learned more about comedy from Barbara than anyone,” he tells THR. “I only wish Peter was here to celebrate the 50th year with us. May he rest in peace.”
One memorable scene involves Howard sitting at a dinner table with a number of other academics while Judy causes chaos. According to Pendleton, Bogdanovich opted not to shoot close-ups for it because of the rapid-fire dialogue, although that meant a flubbed line would cause everyone to start over. Pendleton doesn’t remember the cast making many mistakes while filming the “exhausting” scene, but the director still shot countless takes. “We were just talking a mile a minute because that’s what Peter called for,” he says. “We would roar through it, and then he would say cut and say, ‘Look, it’s gotta go faster than that.’ And we would all go, ‘Oh, my God.'”
Streisand, who briefly dated O’Neal in the early ’70s and praises her co-star as “so perfect” in the against-type role, delighted in working with the entire team. “Peter knew exactly what he wanted to do with the movie, and he put together a great cast,” she says. “And the supporting actors were hysterical: Madeline Kahn, Austin Pendleton and Kenneth Mars. Polly Platt, the production designer, became a good friend. And I was thrilled to work with the great cinematographer Laszlo Kovacs, who was a dream.”
Indeed, the cast developed a close bond, and Pendleton remembers a day during production when Streisand asked his wife, Katina Commings, to help her learn to cook Greek specialties; several hours later, Pendleton, Mars and others enjoyed the feast that Streisand and Commings had prepared. “It was that kind of a shoot,” Pendleton explains.
Streisand recalls the film’s set as being “full of laughter,” with Bogdanovich laughing the hardest. “He was having such fun directing, and that was contagious.”
A version of this story first appeared in the March 9 issue of The Hollywood Reporter magazine. Click here to subscribe.
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