r155: From "Streisand: Her Life :" by James Spada:
In production Streisand worried about the lighting, the sets, and the wardrobe. "She doesn't work from a confidence base," said Ryan. "She likes to go into a project thinking it's the worst, and she builds from there."
Bogdanovich recalled: "All through the picture Barbra kept telling Ryan: 'Ryan, we're in a piece of shit. . I mean, we're really in trouble.' She also tried to direct, but I put a stop to that real fast."
"Peter used to scold Barbra because she didn't do what he said," said O'Neal. "Barbra can do a scene twenty different ways and they all sound right to me. She'd say, 'Pick one.' But Peter always wanted one she hadn't done. He tried to condense her and pull her back. He made her cut her nails. He wouldn't let her wear makeup, hairpieces, or all the things she's used to doing, because all her movies have been vehicles."
Bogdanovich later claimed that he had to drag Barbra "kicking and screaming through the picture. She thought we were going to do something else, and I suppose I tricked her," he said. "She'd make trouble occasionally about things that she didn't think were funny, and I'd just laugh at her. She'd ask me what I was laughing at and I'd tell her she was cute. She wouldn't know what to say to that.......But the first time Bogdanovich showed Barbra how he wanted her to recite some dialogue, she looked at him as though he has lost his mind. "Are you giving me line readings?" she asked
It may have been this difficulty that made Barbra doubt that anything in "What's Up, Doc?" was funny. As Pat Rogalla put it, "Barbra appeared to be working with gritted teeth." After nearly every scene, she would nudge O'Neal and say, "We're in a piece of shit, Ryan!" She never let up. Again and again she told O'Neal, "This is not funny, Ryan. I know what's funny, and I'm telling you this movie isn't funny"
Actress Madeline Kahn, who made her film debut in What's Up Doc? and who later romped home with most of the attention and the accolades for her scenes, recalled her expectations. "I was a little apprehensive about Barbra. I had heard that a lot of performers wound up on the cutting-room floor in her movies.
But I knew Peter had control. I was looking forward to working with her. We're both Jewish; we're both from New York; I sing and she sings—I thought we'd have a lot to talk about. But Barbra wasn't having any of that. Ryan was wonderful. Very funny, and helpful. But Barbra preferred to keep a polite distance."
Barbra was a hired hand. She had no control over the final cut. She knew Kahn was going to steal the picture from her and couldn't cut her out. Though it's one of Streisand's most beguiling performances, most people remember Kahn as the funniest person in the film. No wonder Streisand hates "What's Up, Doc?".