| Photos (see all 17 | slideshow) |
| Barbra Streisand | ... | Judy Maxwell | |
| Ryan O'Neal | ... | Dr. Howard Bannister | |
| Madeline Kahn | ... | Eunice Burns | |
| Kenneth Mars | ... | Hugh Simon | |
| Austin Pendleton | ... | Frederick Larrabee | |
| Michael Murphy | ... | Mr. Smith | |
| Philip Roth | ... | Mr. Jones (as Phil Roth) | |
| Sorrell Booke | ... | Harry | |
| Stefan Gierasch | ... | Fritz | |
| Mabel Albertson | ... | Mrs. Van Hoskins | |
| Liam Dunn | ... | Judge Maxwell | |
| John Hillerman | ... | Mr. Kaltenborn | |
| George Morfogen | ... | Rudy, the Headwaiter | |
| Graham Jarvis | ... | Bailiff | |
| Randy Quaid | ... | Professor Hosquith | |
| M. Emmet Walsh | ... | Arresting Officer | |
| Kevin O'Neal | ... | Delivery Boy | |
| Eleanor Zee | ... | Banquet Receptionist | |
| Paul Condyllis | ... | Room Service Waiter | |
| Fred Scheiwiller | ... | Jewel Thief | |
| Carl Saxe | ... | Jewel Thief | |
| Jack Perkins | ... | Jewel Thief | |
| Paul B. Kipilman | ... | Druggist | |
| Gill Perkins | ... | Jones´ Driver (as Gil Perkins) | |
| Christa Lang | ... | Mrs. Hosquith | |
| Stan Ross | ... | Musicologist | |
| Peter Paul Eastman | ... | Musicologist | |
| Eric Brotherson | ... | Headwaiter | |
| Elaine Partnow | ... | Party Guest | |
| George Burrafato | ... | Eunice's Taxi Driver (as George R. Burrafato) | |
| Jerry Summers | ... | Smith's Taxi Driver | |
| Mark Thompson | ... | Airport Taxi Driver | |
| Don Bexley | ... | Porter (as Donald T. Bexley) | |
| Leonard Lookabaugh | ... | Painter on the Roof | |
| Candice Bennett | ... | Ticketseller (as Candace Brownell) | |
| Sean Morgan | ... | Official | |
| Patricia O'Neal | ... | Lady on Plane | |
| Joe Alfasa | ... | Boy in the Hall | |
| Chuck Holison | ... | Pizza Cook (as Chuck Hollom) | |
| rest of cast listed alphabetically: | |||
| John Byner | ... | Man at the Hotel Banquet (uncredited) | |
| Bruce McBroom | ... | Man Kissing Mrs. Van Hoskin's Hand in Hotel Lobby (uncredited) | |
Directed by | |||
| Peter Bogdanovich | |||
Writing credits | ||
| Peter Bogdanovich | (story) | |
| Buck Henry | (screenplay) and | |
| David Newman | (screenplay) & | |
| Robert Benton | (screenplay) | |
Produced by | |||
| Peter Bogdanovich | .... | producer | |
| Paul Lewis | .... | associate producer | |
Original Music by | |||
| Artie Butler | |||
Cinematography by | |||
| László Kovács | (director of photography) | ||
Film Editing by | |||
| Verna Fields | |||
Casting by | |||
| Nessa Hyams | |||
Production Design by | |||
| Polly Platt | |||
Art Direction by | |||
| Herman A. Blumenthal | |||
Set Decoration by | |||
| John P. Austin | (as John Austin) | ||
Makeup Department | |||
| Don L. Cash | .... | makeup artist (as Don Cash) | |
| Lynda Gurasich | .... | hair stylist | |
| Fred Williams | .... | makeup artist | |
Production Management | |||
| Fred Ahern | .... | unit manager | |
Second Unit Director or Assistant Director | |||
| Jerry Ballew | .... | second assistant director | |
| Ray Gosnell Jr. | .... | assistant director (as Ray Gosnell) | |
| Doug Morrison | .... | second assistant director | |
Art Department | |||
| Robey Cooper | .... | property master | |
| Norman Hawkins | .... | construction coordinator | |
| Sal Sommatino | .... | assistant props man | |
| Marty Wunderlich | .... | assistant props man | |
Sound Department | |||
| Les Fresholtz | .... | sound | |
| Richard Raguse | .... | boom operator man | |
Special Effects by | |||
| Robert MacDonald | .... | special effects | |
Camera and Electrical Department | |||
| Richmond L. Aguilar | .... | gaffer (as Richard Aguilar) | |
| Bobby Byrne | .... | camera operator (as Robert Byrne) | |
| Dick Colean | .... | assistant camera (as Richard Colean) | |
| Robert L. Guthrie | .... | assistant camera (as Robert Guthrie) | |
| George Hill | .... | key grip | |
| Aaron Pazanti | .... | best boy gaffer | |
| Leonard Lookabaugh | .... | dolly grip (uncredited) | |
| Bruce McBroom | .... | still photographer (uncredited) | |
Costume and Wardrobe Department | |||
| Nancy McArdle | .... | costume supervisor: women's costumes | |
| Ray Phelps | .... | costume supervisor: men's costumes | |
Editorial Department | |||
| William Neel | .... | assistant film editor | |
Music Department | |||
| Artie Butler | .... | conductor | |
| Artie Butler | .... | music arranger | |
| Dan Wallin | .... | scoring mixer (uncredited) | |
Transportation Department | |||
| Gil Casper | .... | driver: insert car | |
| Bud Dawson | .... | transportation captain | |
Other crew | |||
| Neil Canton | .... | assistant to producer | |
| Hazel W. Hall | .... | script supervisor (as Hazel Hall) | |
| Frank Marshall | .... | production assistant | |
| Mae Woods | .... | secretary to director | |
| Harry Zubrinsky | .... | location manager | |
| Joe Amsler | .... | stand-in: Ryan O'Neal (uncredited) | |
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| On the Town | Sullivan's Travels | Stage Fright | Gone with the Wind | I See a Dark Stranger |
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Utterly hilarious is the best short description for "What's Up Doc?" This seldom-discussed, nearly forgotten hommage to screwball comedy is one of the most consistently funny, inspired, brilliantly realized ever made. There are no weak spots. Even if you are not a Streisand fan, it must be admitted that she has a gift for comedy (and she only stops the action once, to sing for five minutes). Ryan O'Neil is a perfect foil as an uptight college professor completely bamboozled by Streisand. Smaller roles are humourously portrayed by the likes of Austin Pendelton, Kenneth Mars and Mabel Albertson.
But, for those who love this movie, the real star of the show is MADELINE KAHN, as the all-time great comic character of Eunice Burns. Who can forget Eunice forcing her way into the hotel banquet hall, swinging her purse as a weapon? Or poor Eunice cowering on her hotel room bed, asking "what more can they do to me?"
Director Bogdanovich's version of the car chase which closes the film is so tremendously funny and entertaining that the viewer is sorry to see it end.
A richly comic feast.