What's Up, Doc?

What's Up, Doc? is a 1972 American romantic screwball comedy film directed by Peter Bogdanovich and starring Barbra Streisand, Ryan O'Neal, and Madeline Kahn. It was intended to pay homage to comedy films of the 1930s, especially Bringing Up Baby, and Warner Bros. Bugs Bunny cartoons.

Plot
Two researchers have come to San Francisco to compete for a research grant in music. The man seems a bit distracted, and that was before he met a strange woman who has devoted her life to confusing and embarrassing him. At the same time a woman has her jewels stolen and a government whistle blower arrives with his stolen top secret papers.

Cast

 * Barbra Streisand as Judy Maxwell
 * Ryan O'Neal as Howard Bannister
 * Madeline Kahn as Eunice Burns
 * Kenneth Mars as Hugh Simon
 * Austin Pendleton as Frederick Larrabee
 * Michael Murphy as Mr. Smith
 * Philip Roth as Mr. Jones
 * Sorrell Booke as Harry
 * Stefan Gierasch as Fritz
 * Mabel Albertson as Mrs. Van Hoskins
 * Liam Dunn as Judge Maxwell
 * John Hillerman as Hotel Manager Kaltenborn
 * George Morfogen as Rudy, Head Waiter
 * Graham Jarvis as Bailiff
 * Randy Quaid as Professor Hosquith
 * M. Emmet Walsh as Arresting Officer

Critical response
As of October 2018, the film held a "Certified Fresh" rating of 90% on Rotten Tomatoes based on 40 reviews with the consensus: "Barbra Streisand was never more likable than in this energetic, often hilarious screwball farce from director Peter Bogdanovich."