"I never understood What's Up Doc?," Barbra said with a laugh when she was honored by the American Film Institute in 2001.

Buck Henry, screenwriter of Doc, explained that "What's Up Doc? is a farce, which generally means it's about nothing except itself."

Director Peter Bogdanovich further elaborated about Barbra's involvement with the film: "She got it, she just didn't think it was particularly funny. She did it because she liked me and she liked The Last Picture Show and wanted to do a picture with me. "

What's Up Doc? is generally considered to be one of Barbra's funniest movies — a classic comedy in the tradition of Howard Hawks' Bringing Up Baby with Cary Grant and Katharine Hepburn.

It is interesting to note that Barbra's involvement with Doc happened because of Elliott Gould. Bogdanovich recalled, "Elliott Gould was shooting a picture called A Glimpse of Tiger at Warners. He was having some problems, they had problems with Warner — they fired him and shut down the picture and decided to change the leading character from a man to a woman and cast Barbra in the part, his ex-wife, which is pretty weird." Bogdanovich and Streisand wanted to work together but could not decide on whether to make a drama or a comedy. Bogdanovich wanted to do a comedy and told a Warner Brothers executive he wanted the film to be "sort of like Bringing Up Baby, where the square professor, she's a crazy girl, maybe she could be a girl who knows a lot, been kicked out of a lot of colleges, so she knows a lot. You could steal that from Glimpse of Tiger. But other than that, there's nothing usable — I don't want to make that kind of movie. I want to do a flat-out screwball comedy like Bringing Up Baby."

Bogdanovich used Cole Porter songs as the background score in the Hotel Bristol. He filmed Barbra singing "As Time Goes By" to Ryan O'Neal live on the film set — O'Neal played a fake piano while a "real" pianist played Barbra's accompaniment off screen. The director also requested that Streisand sing "You're the Top" over the opening credits. "I heard Ethel Merman sing 'You're the Top'. And I thought, 'What a great song!' I don't think I'd ever heard it before. And I said, 'Let's do that.' I suggested it to Barbra and she said something unprintable about it, but then she did. And she did it great. She argued about it, even when we did it, but she did it."

Many times, Peter Bogdanovich himself rehearsed scenes, standing in for Streisand or O'Neal. By rehearsing like this, he was able to convey to his actors exactly how he wanted them to perform the scene.

(He sure does kiss Barbra often ...)

Bogdanovich laughs at Barbra's paisley get-up as they rehearse at the Hotel Bristol set (really the Hilton Hotel).

Related Links:

• Show Magazine 1972 article on the film >>
• "Mister San Francisco" gives an online tour of the actual San Francisco sites used during filming of WHAT'S UP DOC? >>
• Peter Bogdanovich talks about working with Streisand on WHAT'S UP DOC? >>