In 1971, production designer Polly Platt was scouting locations for a rom-com to be directed by her estranged husband, Peter Bogdanovich and starring Barbra Streisand and Ryan O’Neal (1941-2023). First, she’d advised him to pivot Streisand’s character from a scolding fiancé to a disorderly co-ed. Next, she suggested that a movie set in New York or Chicago would lack the comedic energy required to keep this vehicle in motion.
“I didn't want to see the character Streisand was playing, an irresponsible and impossible creature, in Chicago with her Brooklyn accent,” Platt (1939-2011) wrote in an unpublished memoir, It Was Worth It. “I wanted to get her out of the East Coast where the character could be an outsider, and strange to say, Chicago didn't feel like a funny place to me.”
When Platt arrived in San Francisco, it was an open construction site: Vehicles and pedestrians traversed steel plates and wooden planks on Market Street as workers below dug tunnels and laid track for BART and Muni Metro. The Transamerica Pyramid was taking shape, the new I-280 freeway was funneling cars onto city streets, and a hotel-building boom included the Hyatt Union Square (now the Grand Hyatt) along with new towers for the Westin St. Francis and Hilton San Francisco Union Square.
Platt checked into the brand-new Hilton, mesmerized by a place that seemed built for pratfalls: hills, fog, ferries, and all. “I called Peter and told him I had found the city,” she wrote. But while Platt saw a canvas for comedic chaos, San Francisco was striving to overcome its awkward postwar adolescence defined by urban renewal and modernization.
In April 1971, San Francisco Redevelopment Agency Director M. Justin Herman took a break from displacing marginalized communities to open a brutalist fountain on the Embarcadero. In May, the Catholic Church dedicated a new cathedral inside Herman’s Western Addition urban renewal zone that locals dubbed “Our Lady of St. Maytag,” since its hyperbolic paraboloid design resembled a washing machine agitator. West of Twin Peaks, construction crews assembled what would become the city’s tallest structure, a 977-foot communications tower shaped like a tuning fork.
After decades of federally-funded master planning, fed-up residents demanded accountability. In May 1971, the Planning Department released its Urban Design Plan, an ode to process and order that prized views, sunlight, and open space.
It was exquisite comic timing: As planners drafted an ethos of control, Bogdanovich arrived to celebrate disorder, framing the city itself as a sight gag.
What’s Up, Doc? started shooting on August 17,1971 with opening and closing scenes filmed at the former TWA terminal, now part of Terminal 3 at SFO. The first actor seen after the opening credits (set to Streisand’s purring rendition of Cole Porter’s “You’re the Top”) is Michael Murphy, who retrieves a plaid case at baggage claim containing a trove of stolen secret documents.
“It was a very good place to make a movie,” Murphy, who had briefly lived in the East Bay, told me. “People, as opposed to Los Angeles, were a lot more comfortable in their skin.”
Most of the screwball comedy takes place inside the Union Square Hilton, which was recreated on Warner Bros. soundstages in Los Angeles. Cinematographer László Kovács doesn’t turn the camera on San Francisco until O’Neal (absent-minded but suspiciously buff musicologist Howard Bannister) steps off an errant elevator and finds himself stranded on the hotel’s unfinished 46th floor sky bar with Streisand (chaos agent Judy Maxwell) napping on a grand piano.
While she seduces him with “Time Goes By,” the camera pans, taking in 101 snaking around Potrero Hill, ships moored near what remains of the working waterfront, the new 280 freeway, and unobstructed views of the Bay Bridge. Thanks to urban renewal, SoMa is a stubby patchwork of parking lots and buildings awaiting demolition.
The city, like Maxwell, is a beautiful mess.
If Justin Herman hadn’t died of a heart attack on August 30, he might have when Bogdanovich returned in November to shoot the movie’s finale: a ten-minute chase that turns Bullitt’s high-speed odyssey through the hilly streets of San Francisco into a crosstown pie fight.
The sequence starts outside a Pac Heights Victorian where Streisand and O’Neal abscond with a grocery delivery bicycle and four identical valises, kicking off a multi-car pursuit that careens through the Richmond, Chinatown, North Beach, and down Alta Plaza’s steps at Pierce and Clay streets.
“We tore that staircase up, and I always felt bad about that,” said Murphy, who can be seen bouncing down the steps in the back of a taxi. Different colors of concrete were used to make repairs, making the damage even more apparent.
The sequence ends after Howard and Judy drive a stolen Volkswagen bug down the Hyde Street Pier and into the Bay, followed by their pursuers. (For some reason, a selling point for Volkswagens was their ability to float.) Filmgoers wouldn’t have known that ferry service there ceased after the Golden Gate Bridge opened, which lets Bogdanovich turn the final gateway into a comic dead end.
Bullitt’s chase is about the same length and just as geographically challenged, but the audience experiences it viscerally from the drivers’ points of view: The city is a familiar blur, but we feel every hill and curve as McQueen pushes his 1968 Ford Mustang GT Fastback to pursue the hitmen’s Challenger. Here, Kovács creates static master shots that resemble postcards until a Volkswagen, a Yellow Cab, and two Cadillacs carom into view, tires screeching.
Bogdanovich’s homage to screwball comedy was the third-highest grossing movie of 1972. Unlike Dirty Harry, which opened at Market Street Cinema in December 1971, What’s Up Doc? premiered in New York City at Radio City Music Hall. While he and Platt were filming in San Francisco, their previous film, The Last Picture Show, opened to widespread acclaim.
“He just became this huge star overnight right in the middle of shooting,” recalled Murphy. “People were coming up to San Francisco to take meetings with him. The dressing rooms got bigger. Everything changed. The ascots came out, he turned into Orson Welles overnight.” There was so much buzz around New Hollywood’s latest wunderkind, the studio featured Bogdanovich (1939-2022) in the movie’s trailer.
By 2023, the real estate investment trust that owned the Hilton defaulted, citing the post-pandemic doom loop that was suppressing tourism, office work, and “ongoing concerns about safety and security.” Two years later, two other REITs agreed to take it off their hands.
The view today from the sky bar is less chaotic: Now white-collar, the waterfront lost its elevated freeway and gained two stadiums, plus a new neighborhood for healthcare, biotech, and a big HQ for OpenAI. SoMa’s completed redevelopment zone offers four-star hotels, a convention center, and millions of square feet of office space. Politicians stripped Justin Herman’s name from the plaza across from the Ferry Building, and the concrete fountain he dedicated is not long for this world, either.
“We came in there and tore the place up and left,” Murphy said. “I didn't like that aspect of it, but it was a terrific series of shots, and the chase worked great.”
Besides, it had to be San Francisco. “I don't know where else you could shoot that would look that good.” Murphy said.
