WHAT’S UP, DOC? raised gales of laughter in theaters back in 1972, when it not only was the most popular comedy released but was the year’s 3rd biggest hit. Bursting with chutzpah after his stunning dramatic capture of early 1950’s anxiety in The Last Picture Show, director Peter Bogdanovich went the homage route with this updating of the screwball comedies from the 1930s and 40s. Suitcase siege slammed San Francisco in a script whizzed up by David Newman, Robert Benton and Buck Henry.

HOWARD: “Good morning.”  KALTENBORN: “No, I don’t think so. I’m Mr Kaltenborn, the manager of what’s left of the hotel.”   HOWARD: “I’m sorry about all this whole mess here. Usually this doesn’t happen.”   KALTENBORN: “Dr. Bannister, I have a message for you from the staff of the hotel.”   HOWARD: “What is it?”   KALTENBORN: “Goodbye.”   HOWARD: “That’s the entire message?”  KALTENBORN: “We would appreciate it if you would check out.” HOWARD: “When?”  KALTENBORN: “Yesterday.”

Carting his “igneous tambula rocks” into (unsuspecting) San Francisco to compete for a research grant, musicologist ‘Howard Bannister’ (Ryan O’Neal, 30) is also weighted down by bossy fiancée ‘Eunice Burns’ (Madeline Kahn, 29, debut). Perennial student and loose cannon ‘Judy Maxwell’ (Barbra Streisand, 29) spies Howard and—for her, anyway—it’s love at first swipe. Before the correct pairing-up will achieve escape velocity, the city will incur incidental damage on a San Andreas scale.

Confession: this innocent bystander is not a huge fan of either the aggressively “love me!” persona of Streisand (while acknowledging and appreciating her unquestionable talent) or the soft-sell Bel Air fakeness of O’Neal. That petty cruelty copped to, we’ll say Barbra delivers her most appealing comedy performance here (her timing is flawless) and O’Neal doesn’t disgrace himself (he’s just not naturally funny: not everyone can be Cary Grant). Thankfully, while the rat-a-tat patter and slapstick mayhem revolves around them, they and their characters aren’t allowed to hog the spotlight, but come off as just commendable parts of the ensemble. And it’s a great one, including the copious stunt work, which is bonkers wild.

Along with the hysterics of the irreplaceable Madeline, you couldn’t ask for better wingmen than Kenneth Mars (‘Hugh Simon’, parodying legendarily hateful critic John Simon), Austin Pendleton (goofus to perfection as ‘Mr. Larabee’), Liam Dunn (the marvelously apoplectic judge), Sorrell Brooke (house detective exuding “charm“) and John Hillerman (‘Kaltenborn’).

JUDY: “Love means never having to say you’re sorry.”  HOWARD: “That’s the dumbest thing I ever heard.”  Since Barb’s line (delivered deadpan) was the famous pitch of sap from O’Neal’s megahit Love Story, this exchange drew a big hoot from audiences of the day.

Bogdanovich (who produced as well) and his happy campers brought in their breathless treat for $4,000,000: cinemas filled seats to the jingle of $72,700,000. Others getting a share of the smiles: Stefan Gierasch, Mabel Albertson, Phil Roth (chuck those extra golf clubs), Michael Murphy, Randy Quaid, Graham Jarvis, M. Emmett Walsh and John Byner. *

EUNICE: “Since when do you take bubble baths?”  HOWARD: “It came out of the faucet that way.”

* Streisand did another comedy that year, Up The Sandbox, which only tagged 36th place. In the laugh line between it and What’s Up, Doc? were the guaranteed goodies Everything You Always Wanted To Know About Sex (13th), Play It Again, Sam (22nd) and The Heartbreak Kid (25th). Oh, right, and at 21st was Disney’s Snowball Express, for the undemanding tykes who squealed among us.

Bogdanovich and O’Neal followed with another hit comedy, Paper Moon. It features O’Neal’s career high performance: he’s excellent. Joining them in that winner were Kahn, Hillerman and Quaid. That same year, Streisand struck gold again with The Way We Were, her best dramatic turn. Babs and O’Neal later reteamed for The Main Event, also quite popular with their fans. Critics were less enamored. Haven’t seen it. Not high on my list, but who knows? Maybe it’ll surprise me.