With Howard Hawks 's Bringing Up Baby (1938) as his blueprint, Peter Bogdanovich resurrected and payed homage to 1930s screwball comedy in What's Up, Doc? (1972). When wacky co-ed Judy Maxwell ( Barbra Streisand , in the Katharine Hepburn part) spies nebbishy musicologist Howard Bannister ( Ryan O'Neal in bespectacled Cary Grant mode) in a San Francisco hotel lobby, she decides that Howard and his precious igneous rocks are right up her alley. Too bad Howard already has a fiancée, the propriety-fixated Eunice ( Madeline Kahn in her film debut). Using all her arcane knowledge from brief stays at numerous colleges, Judy tries to charm her way to a $20,000 grant for Howard, and Howard himself, at a banquet with grantor Frederick Larrabee ( Austin Pendleton ). Things get even more complicated the next day when Judy's underwear-filled overnight bag gets mixed up with Howard's rock bag, which gets mixed up with Mrs. Van Hoskins' bag of jewels, which gets mixed up with Mr. Smith's bag of top secret government papers. All sides converge at Larrabee's mod townhouse and the chase begins. Retaining Hawks' machine-gun pace (as well as the sly pop culture referentiality of Billy Wilder ), Bogdanovich and writers Buck Henry , David Newman , and Robert Benton updated the opposites-attract screwball convention for contemporary times. O'Neal gently parodied not only Grant but also his own Love Story (1970) preppy, while Kahn represents stiff-wigged 1950s manners as opposed to Streisand's long-haired, pants-wearing free spirit. The happy ending, in which Cole Porter-belting youth wins out over old manners, found favor with audiences, as What's Up, Doc? became one of the most popular films of 1972, and the second hit in a row for Bogdanovich after 1971's The Last Picture Show . — Lucia Bozzola