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Judy Maxwell: "Of all the gin joints in all the towns in all the world, he walks into mine. Play it, Sam."
Howard Bannister: I don't...
Judy Maxwell: C minor 7th.
Judy Maxwell, Howard Bannister: "I love you!"
Judy Maxwell: What's wrong?
Howard Bannister: The future.
Judy Maxwell: What's the matter with it?
Howard Bannister: Judging from the recent past...
Judy Maxwell: Edmund Burke said, "You can never plan the future by the past."
Howard Bannister: I beg your pardon?
Judy Maxwell: You're wondering what a girl like me is doing quoting Edmund Burke? I was a political science major.
Howard Bannister: Did you learn about rocks there?
Judy Maxwell: You have a case like mine.
Howard Bannister: No?
Judy Maxwell: No. Advanced geology, Wellesley.
Howard Bannister: What about the music?
Judy Maxwell: Bennington, musical appreciation. Complit, Northwestern University. Archaeology, Tuskegee Institute. General semantics, University of Chicago. Veterinary Medicine, Texas A&M.
Howard Bannister: Say when. Trying to become?
Judy Maxwell: A graduate.
Howard Bannister: Why is that important?
Judy Maxwell: It was to my father. He was upset when I was asked to leave college.
Howard Bannister: "Asked" to leave?
Judy Maxwell: Bounced. You want to know why?
Howard Bannister: No.
Judy Maxwell: He sent me someplace else after that, but it didn't work out. None of them did. Some of it was very nice, I read a lot of good books. I went to a lot of movies, but something always seemed to go wrong.
Howard Bannister: I can believe that.
Judy Maxwell: This last time was not my fault!
Howard Bannister: What happened?
Judy Maxwell: Nothing really. It was just a little classroom. It sort of burned down.
Howard Bannister: Burned down?
Judy Maxwell: Blew up, actually.
Howard Bannister: Political activism?
Judy Maxwell: Chemistry major. Now I'm really scared to go home.
Howard Bannister: So am I.
Judy Maxwell: How do you mean?
Howard Bannister: Eunice and I came from Iowa. The conservatory got together this fund so that I could come here and win this grant.
Judy Maxwell: I forgot to give you this letter!
Howard Bannister: What letter?
Judy Maxwell: It was under your door when I came to your room.
Howard Bannister: Did you open this?
Judy Maxwell: How else could I have read it?
Howard Bannister: The grant! Mr. Larrabee!
Judy Maxwell: Yes! I saw.
Howard Bannister: Oh, boy, the $20,000!
Judy Maxwell: I know.
Howard Bannister: I've got to tell Eunice.
Judy Maxwell: Of course you do.
Howard Bannister: After all, she is my fiancée.
Judy Maxwell: Of course she is.
Howard Bannister: She deserves to be the first. Or, at least, the second.
Judy Maxwell: Yeah.
Howard Bannister: Where was I?
Judy Maxwell: What? No, I'm a transfer student. No, not the University, the Conservatory of Music. It's in Ames. You never heard of it? It's a small conservatory, but people love it. There's a professor there whom I hope to study with a brilliant man, Dr. Howard Bannister. No, Bannister as in "sliding down the." You have heard of him? Yeah, that's right, the nut with the rocks. What's up, doc?
Howard Bannister: Did you happen to know that I love you?
Judy Maxwell: Yeah.
Howard Bannister: You did? Do?
Judy Maxwell: Listen, kiddo, you can't fight a tidal wave!
Howard Bannister: About those things I said, I mean, the way I acted back there, I'm sorry.
Judy Maxwell: Let me tell you something. "Love means never having to say you're sorry."
Howard Bannister: That's the dumbest thing I ever heard.
Howard ends up with the jewels, Judy with the documents, Mr. Smith with the clothes, and the thieves end up with the rocks. Few people ever actually open the bags to confirm that what they think they have is what they actually possess. They go through Chinatown, down Lombard Street, and eventually into San Francisco Bay. All the protagonists finally end up in court, under the gavel of a world-weary and curmudgeonly judge who, improbably, turns out to be Judy's father. Although What's Up, Doc? is not a musical, there is some singing and other musical interest. The song "You're The Top" from the musical Anything Goes is sung for the opening and closing credits.
Ryan O'Neal as Howard Bannister
Picture from What's Up Doc (1972)
Barbra Streisand as Judy Maxwell