From The Archives: Basically All Of Your Favorite Comedians Found Their Voice at The Groundlings

Will Ferrell, Lisa Kudrow, Phil Hartman, Laraine Newman, Pee-Wee Herman. Before they became household names, they were Groundlings, members of L.A.’s great improv company

Here’s the article Editor-in-Chief Mary Melton wrote to mark the Groundling’s 30th birthday back in 2004. Catch her on truTV tonight at 10 p.m. discussing the history of this iconic improv troupe.

This is how a comedy sketch comes to be: You’ve found a brown taffeta strapless cocktail dress at the thrift store. It’s two sizes too big, but if you stuff some nylon stockings in it, the getup might work. You ask yourself, What type of person would wear this dress? A woman in her sixties, perhaps, who eats ravenously, laughs loudly, and butchers beautiful music in a Vegas lounge act. You grab a microphone, you don a platinum blond wig, and you’ve got a new character around which you can build a conflict, write a story line, or compose a trademark song. Now this is how an improvisation comes to be: You go out onstage defenseless—no lines, no props, nothing but your attitude. The audience shouts the motivations and the narrative, and you fill in the blanks.

Thirty years ago this month, a guy named Gary Austin and his class of 43 students called themselves “the Groundlings” and began performing revues that combined comedy sketches and audience-inspired improv routines. Until then, L.A. didn’t have any kind of comedy lab for future TV and film actors. It had stand-up clubs on the Sunset Strip, but no improv troupe that was the equivalent of Chicago’s revered Second City. The Groundlings Theater, situated behind a brick facade on Melrose Avenue and sandwiched between two stylish trashy clothing shops, seats a cozy 99. The stage is not much bigger than a living room, framed on the left and the right by two ordinary doors and above by a row of a dozen spotlights. Paul Reubens, the late Phil Hartman, Julia Sweeney, Jon Lovitz, Lisa Kudrow, Will Ferrell, and Cheryl Hines pushed their way through those doors and went for broke on that stage when few in the audience—let alone the city outside—knew their faces. The heat of those dozen bulbs incubated Peewee Herman, the Liar, Pat, the Roxbury Guys—Groundlings creations all.

Named after the peons who had to do without chairs as they watched Shakespeare’s plays in the Bard’s day, the Groundlings troupe owes a debt to Viola Spolin, a Chicago teacher who created games and techniques in the 1930s that inspired the Compass Players (which in the late ’50s evolved into Second City) and San Francisco’s Committee. The Groundlings put up a new revue every six months, performed on Friday and Saturday nights. They usually sell out. There are only 30 Groundlings at any given time, all of them graduates of the theater’s School of Improvisation. Just as in the Supreme Court, someone has to resign from the group before a new Groundling can be voted in. It is the job of the remaining Groundlings, however, to choose that new member. Those members are picked from “the Sunday Company,” a group of students who are deemed good enough to be plucked from their advanced class and who must write new material every week for the Sunday show. Sunday Company members have slogged through three levels of instruction and three years of waiting lists. It used to be that all you had to do was show up to class and you were a Groundling. But those days are long gone. Now the theater is the premier West Coast comedy talent pool that scouts and casting directors regularly dip into to fill spots on Saturday Night Live, MADtv, Comedy Central programs, reality shows, and sitcoms.

Groundlings have closets full of clothes like that brown taffeta cocktail dress (which, by the way, belongs to Phyllis Katz, a founding member). They spend years combing Goodwills and Salvation Armies for cruisewear and geekwear and freakwear to sport onstage. The troupe has a few memories stashed in the closet, too, and we asked a couple dozen veterans to reminisce about their days on Melrose.


The Committee was a San Francisco sketch-and-improv troupe founded in 1962 that became increasingly countercultural and experimental as the folk scene surrendered to the Summer of Love. In 1969, the Committee opened an L.A. chapter and began packing the Tiffany Theater on the Sunset Strip. Los Angeles was hungry for their humor. Gary Austin—idealistic and high-strung, with a recent theater degree—saw them perform and, smitten, signed up for a workshop, which cost $1 a night. In 1972, Austin formed his own improvisational workshop at the Cellar Theater at 1st and Vermont.

Austin’s students paid him $25 a month, and in return attended workshops, received private lessons, and performed—at Austin’s behest—with an almost obsessive energy in sketch revues and improv shows. The aspiring actors and comedians developed a passionate devotion to the liberating yet terrifying experience of performing without a net, to the kinetic energy that bounces all over a stage during an improv. Workshop students included the actors Pat Morita, Tim Matheson, Phyllis Katz, Jack Soo, Craig T. Nelson, and two sisters named Tracy and Laraine Newman. Some of the group incorporated, formed a board of directors, and presented their first show as the Groundlings in 1974 in a temporary home at the Oxford Theater (now the MET) in Hollywood.

What the Groundlings lacked was a dedicated performance space. In 1975, Austin drove by a former furniture store turned massage parlor for rent on Melrose. Tracy and Laraine Newman’s parents put up $16,000, matched by the troupe, to help build a 99-seat theater. During the four years it took to obtain the necessary permits to move in. the Groundlings performed around town at the Ash Grove, the Comedy Store, and the Kentucky Fried Theater. Talented new members like Phil Hartman, Edie McClurg, Paul Reubens, and Cassandra Peterson helped draw crowds, but the membership dues and ticket revenues weren’t enough to sustain the theater, so in 1979, the Groundlings opened a School of Improvisation to keep the operation afloat and supply new members to the troupe.

TRACY NEWMAN: Somebody told me about a class at the Cellar Theater. I had an overwhelming feeling that I had found my home. I remember saying that this group was the future of show business comedy in Hollywood.

EDIE MCCLURG: We were in effect a commune. You were supposed to be in class once a week. But when I came, I said, “Well, I’m not doing anything else. Can I come back tomorrow?”

CASSANDRA PETERSON: They just recruited people right off the street. It was very easy to get in.

PHYLLIS KATZ: Second City was political and socially conscious, The Groundlings show was a little burlesque. I had never seen so many women onstage getting to play so many characters. Laraine Newman completely blew me away. The sketches grew out of the work in the classes, so you’d be working out and playing with things and giving each other ideas. We had a little cult following, but we paid to be here, and we worked out every night of the week. I mean every weeknight, and on weekends.

LARAINE NEWMAN: I was the only person that voted against the name “the Groundlings.” The other name was “the Working Class,” and I thought it had more elegance. I thought “the Groundlings” was like some stupid hippie name, that it would just forever stigmatize us and keep us in a time.

GARY AUSTIN: For some reason, there was a red light bulb over the door at the Oxford, so it looked like a house of prostitution. These two women came in, looked around, plunked down their money, and joined the class for a couple of weeks. We began to understand that they were prostitutes. They didn’t know what they were really there for. I began to realize we needed to have some kind of a screening process, so we started holding auditions.

PAUL REUBENS: I was a student at CalArts, in the theater school studying acting. I’m kind of banging my head against the wall. No one’s taking me seriously as an actor. I like comedy, and that became clear when I saw the Groundlings. To see people who were really nice and really talented—the combination is not super rare but rare.

AUSTIN: We planned our first audition for a Sunday, and it was the Friday before. Someone had bought out the theater for a birthday party. So I’m in the green room, giving notes to my 25 cast members, getting ready to perform for my audience of 30, and we hear laughter coming from the theater. I go in the booth and look, and there’s a guy standing onstage, doing stuff and talking, and the audience was laughing. It was Phil Hartman. It was Phil Hartman’s birthday party. He came up to me after the show and said, “I want to be a part of this,” and I said, “What a coincidence—we’re having our first audition in two days.”

LARAINE NEWMAN: We had a following. There were people from the Comedy Store that would come and see us. I think [comedy writer] Bruce Vilanch was there a lot, and comics would be in the front seat, howling at stuff. It was just so wonderful.

AUSTIN: I have a daughter who, at the time, was about nine. After workshops and shows, we often went to Theodore’s at Crescent Heights and Santa Monica. My daughter’s with me one night, and we see Lily Tomlin, and she says, “Can I go talk to her?” I said, “Sure.” All of a sudden she’s bringing Lily in by the hand, and she says, “Hi, everybody, this is Lily Tomlin,” and she says to Lily, “These are the Groundlings.” And Lily says, “What’s a Groundling?” She started coming to the shows. And then she started bringing Lorne Michaels. He was executive producing her 1975 ABC special.

LARAINE NEWMAN: They needed more people for Lily’s show. They liked the characters that I was doing, and they hired me. Then Lorne came back when he was hired [to produce] Saturday Night Live, when I was doing new material and new characters. He had me meet him at the Chateau Marmont. It was presented to me—and that’s why I think other people in our group turned it down—as a summer replacement show, with an option for five years.

AUSTIN: Lorne told me he was taking Laraine. I had a little tear come into my eye ’cause I loved her and she was like my baby. He noticed that and he said, “Let me tell you something, Gary. This will come back to you. She’ll become a big star, and it’ll come back to you.”

LARAINE NEWMAN: When I had time off, I brought Dan Aykroyd and John Belushi to see the Groundlings because they were always teasing me. No one had any respect for the Groundlings because they had never heard of them. Just like, “What’s the name of that group you come from, the Groundhogs?” The Groundlings were performing at a little theater across the street from what is now our theater, and they had a bad night. They were just awful. It was mortifying.

AUSTIN: Melrose was not a shopping street. Nothing was here. Upholstery stores, laundries, things like that. It was also a place where homosexuals cruised each other. I really believe that if it hadn’t been a massage parlor, it wouldn’t have been rented to us, because we were kids, you know? We were like hippies. Scientology was on the other side of this wall. That’s where they made their Emeters and their popcorn.

JOHN PARAGON: When I first joined, they charged you. You did it out of love. A three-hour workshop seemed like it went by in five minutes. Everybody had to pitch in because we weren’t getting paid, so somebody had to clean or somebody had to paint.

PETERSON: You worked hard here. You were cleaning the toilets, helping out with office work, and then coming to class after class after class to be in the show on the weekend. It completely took over your life. The fear you feel onstage when you don’t know what’s going to happen next and you’re all thrown out there together-it’s an incredible bonding experience.

KATZ: We were constantly working on things, living and breathing it. After we did shows, we would all go out together. Let’s say we had a server at a table who was particularly difficult. Well, one of us was doing that person the next day at the show.

AUSTIN: As we became more successful, some people resented having little to do in the show. There were certain divisions that started happening. After every board meeting, I would go to the bulletin board and post the weekend’s show order and the cast. The board of directors would come falling out of the office and look at the list, reading it over my shoulder and muttering.

KATZ: The board was meeting in the office. I came in and figured out that everybody in there had slept with at least two other people in there. We were one of the few thriving theater companies in Los Angeles that had a high proportion of heterosexual men.

PETERSON: It was like a family, so you’re always bitching and fighting. I think everybody was dating everybody. The alley had some very serious action going on. We always had a big thing of wine-in-a-box backstage, which just added fuel to the fire. It was run like a big, wild, crazy party. There were a lot more business problems, money problems. You know, “Oh, well, we’re going to have to close the theater next week if we don’t get more people.”

TRACY NEWMAN: It was horrible backstage. People were bitchy, snippy, going to the director and saying, “If this piece is on before mine, I’m not going on.” I pulled myself out of the competitive nature of that and became a teacher and director.

AUSTIN: Phyllis Katz was running the workshop the night we created Pee-wee. She said, “We’re going to do a satire of a comedy club.” Everybody in class came up with a type of comedian.

REUBENS: I was going to play a guy who couldn’t tell jokes, who never could remember punch lines. The voice was from a play I did in Florida years before. I had a suit that Gary Austin loaned me that was designed for him by a “Mr. J,” at least that’s what the label says.

AUSTIN: Paul’s taller than me. That’s why it looks funny on him. He immediately put on the red tie, my suit, the white shirt, and the white shoes, and nothing ever changed from that first night. I gave it to him after six months.

REUBENS: I thought, “This suit, this voice, this material. This makes sense to pursue this.” I did a little five-minute spot in the show as Pee-wee Herman. I used to do this thing where I’d say things like “Who’s got a hard-boiled egg?” I knew something weird was going on when people started coming to shows with that stuff. One time, I hung up my suit in my locker, went home to Florida for two weeks, came back and thought something had died. It was the hard-boiled egg in my pocket. I decided to put on my own show.

PARAGON: People would be lining up outside the theater to see Paul’s midnight show. It overshadowed the Groundlings, and that was the first time that ever happened. I looked out in the audience and saw Robert De Niro and Martin Scorsese. It was phenomenal.

REUBENS: It was an incredibly amazing thing, really exciting on one level, and on another it went over like a lead balloon. The show got too big, so we moved to the Roxy, and very shortly after that I left the Groundlings.


Pee-wee Herman took off, and Reubens’s creation eventually starred in two feature films and his own TV show. The Groundlings had cachet. Directors like Cheech Marin were casting them in films; Cassandra Peterson was tapped to host a local late-night program as the Valley Girl-meets-vampire Elvira, Mistress of the Dark. But not since Laraine Newman had anyone graduated to Saturday Night Live. Lorne Michaels, the executive producer of SNL, had left the show for a spell but returned in the mid ’80s, and SNL scouts would become regular fixtures in the Groundlings audience, stealing away Jon Lovitz, Phil Hartman, and Julia Sweeney. The presence of scouts upped the competition among the players and, for many, would change the dynamic of a given night. From Lovitz’s Liar to Hartman’s Chick Hazard (a noir detective who solved improv mysteries using Chandlerspeak) to Sweeney’s androgynous Pat, the troupe was creating distinctive characters. The films Casual Sex? and Romy and Michele’s High School Reunion originated as Groundlings sketches during the ’80s.

The Melrose Theater would become less a commune for wild and crazy times and more a structured environment— though there were still Groundlings marriages and divorces, catfights and name-calling. Austin had resigned in 1979, and troupe member Tom Maxwell took over as artistic director. (A succession of revue directors followed Maxwell.) Aspiring actors, writers, and comedians signed up for classes (including Conan O’Brien, Jim Carrey, Daryl Hannah, and Keanu Reeves, though none of them became Groundlings), and the Sunday company was established. With the theater serving as a launchpad for so many careers, rejection from or admission to the Sunday company could prove to have enormous implications for one’s career.

LISA KUDROW: After college I decided to try acting, and Jon Lovitz, who was my brother’s best friend when we were growing up in Tarzana, said that the Groundlings was the place that he learned the most. If you’re stuck with a teacher or director at the Groundlings who doesn’t connect with you, that’s not great. Pat Sajak had a late-night TV show, and we were going to do sketches on it. I was walking to the drugstore with a Groundlings director after [the Sajak people] saw our show. The director said, “You know, it’s crazy—they liked your pieces.” He sounded incredulous. “They saw Julia [Sweeney] and liked you.”

KATHY GRIFFIN: One night I had a meeting with Lorne Michaels, and he was a total asshole. So he was coming to see me, Lisa Kudrow, and Julia Sweeney in a Friday late show. Backstage it was ridiculous. One girl was in the other room audibly sobbing. [Fellow Groundling] Mary Scheer was throwing makeup in her bag and saying, “Let’s be honest—I deserve this as much as you guys.” I was like, “Jesus, just focus.” Lisa and I were really crushed. Julia just kicked our asses. She was perfect.

KUDROW: I knew that SNL was there. Julia and I were talking on the phone about it even before they came. The show that night got to me, I was unnerved and clearly not ready. I was disappointed that I did not get it. There’s another sign, I thought, that I’m not cut out for it. That feeling lasted for a little bit.

JULIA SWEENEY: I remember after I got it, later I thought, “Lisa’s so pretty. I hope she works and she gets a job. She really deserves to.”

GRIFFIN: At the Groundlings, SNL is the pinnacle. But in reality, the money you can make on a sitcom is so much more, the hours are better, you get to stay in L.A. I should have been trying to get my ass on a sitcom.

KUDROW: Kathy Griffin was just hilarious. If we needed time, she’d go out and talk to the audience. She was so easy and funny. I could watch her for hours. She just liked to shock people, and the most buttoned-up were her prey: “What, do my breasts make you uncomfortable?”

PHIL LAMARR: It was like, “Oh, there goes Kathy running topless through the dressing room. Wait a minute—she doesn’t have a costume change this act.”

GRIFFIN: I basically couldn’t keep my clothes on in the ’80s. I was constantly running around naked and streaking. I would initiate the new people into taking my clothes off and spanking me. I especially liked making the gay guys hug me for at least 20 seconds when I was naked. I had beaten them down.

JON LOVITZ: After a year in the Sunday company, I still didn’t get in. The director said, “It’s because you don’t get along with people.” I told him that the people I don’t get along with are mentally ill.

MINDY STERLING: There is a certain power to voting in members that we all kind of engage in, and you do get to voice an opinion and help make a decision. On the flip side, you’re having to say to people that after all this hard work and time, bye.

PATRICK BRISTOW: Like anything in the world of casting, it is timing and do you fill the needs? We need somebody with a surreal voice or someone who can play the juvenile delinquent. It is not just whether that person is talented and funny and a good writer or not. That’s always hard, because you have friends in there that you love and who didn’t make the cut, and they have to go off and lick their wounds.

GRIFFIN: The problem wasn’t voting in friends or people they like. The problem was women who didn’t want to vote for other women or men who didn’t want other men.

MCCLURG: I noticed that after a couple got together and then they broke up, the woman always left the group. Maybe the men were a little more cavalier about their feelings. So I just decided I’m not going to whatever the term is—poop where I eat. There were opportunities, and one was our dear Philly.

A graphic artist from Ontario, Canada, who had designed album covers for bands like Crosby, Stills & Nash, Phil Hartman left the Groundlings in 1986 and starred on Saturday Night Live for eight seasons. He was perhaps the most beloved member of the troupe. Hartman was killed by his wife in a murder-suicide in 1998. The Melrose theater is dedicated to his memory.

LOVITZ: We’d all be sitting on the floor laying out the scene: “Okay, Phil, you’re a shoe salesman.” The lights would go down and come up, and we were just waiting. We knew whatever he was going to say was nothing you could ever imagine or think of. Then he would say it, and our jaws would drop open. He could do any voice, play any character, make his face look different without makeup. He was the king of the Groundlings.

REUBENS: The thing I remember more than anything was sitting in my ratty car—just me, Phil, and John Paragon, the three male stars of the show, on top of the world, talking and laughing and fantasizing and projecting about what would happen soon.

TIM STACK: Phil would do characters that were so far beyond any of us. Phil never repeated himself. When you get the same suggestion in improv, it’s very easy to hark back because you know it’s gonna work. Phil never did that. He always loved the challenge. It wasn’t as important to get the guaranteed laugh as it was to take the risk.

TRACY NEWMAN: The guys who are genuinely funny are very serious, quiet, introspective people. I’ve had lunch with Paul Reubens when I’m just straining to hear him. They are observers and don’t form healthy relationships. In Phil’s case, that proved to be fatal.

Other members who would not become so well known loom as legends just as large in the eyes of their fellow troupers. One in particular is John Paragon, who left the troupe in 1991. He is now a consultant for Walt Disney Imagineering.

STACK: I would say that Hartman was the most brilliant, but to me the funniest Groundling ever is John Paragon. Is he the most famous? Obviously not. Whatever ended the first act had to be a showstopper, and Paragon owned that spot. He had this character named Mr. Excitement. John was an incredible gymnast, and he would improvise a song, and the whole time he was improvising he’d be doing cartwheels and splits.

PARAGON: I was wearing tight black spandex pants with a belt and a silk shirt knotted at the waist like Elly Clampett.

AUSTIN: John Paragon’s Mr. Excitement was one of the greatest improv pieces in the history of improv.

GRIFFIN: I have never seen anybody so quick and charismatic. He just blew you out of your seat.

SWEENEY: If success were measured by talent, John Paragon should be Jim Carrey.


In 1990, despite steady ticket sales and a growing school enrollment, the theater almost went bankrupt. It recovered, thanks in no small part to Julia Sweeney—who in her former life was an accountant at Columbia Pictures—stepping in and cutting costs. If only one vote had gone differently at a board meeting in 1993, the Groundlings would have moved to a new theater at CityWalk, the concocted L.A. street atop Universal City. The group hung tight on Melrose but branched out in other ways. You could barely switch on the tube without hitting a Groundling. They were on F/X (in 1998, the network ran 65 episodes of a half-hour program called Instant Comedy with the Groundlings), on Comedy Central, on MADtv (the Fox network’s answer to Saturday Night Live, where more than half of the current writing and producing staff are former Groundlings), and again on SNL. From 1995 to 2004, Groundlings Will Ferrell, Cheri Oteri, Chris Kattan, Ana Gasteyer. Maya Rudolph, Chris Parnell, and Will Forte all ascended to Lorne Michaels’s fiefdom. Groundlings also popped up in Christopher Guest’s films, which are highly improvised, and on HBO’s Curb Your Enthusiasm. which works without a conventional script.

Even more so than in the ’80s, the Groundlings were churning out stars, and stars were dropping in. A new Groundlings Thursday-night show, Cookin’ with Gas, invited special guests to join troupe members in an improv revue. Mike Myers tried out Austin Powers there: Quentin Tarantino played along one night and ended up casting half a dozen Groundlings in Pulp Fiction. People come to the Groundlings now, as in the beginning, to discover that kernel of genius within themselves, to place it under a blinding creative heat and hope to God it pops. But the career expectations of these newcomers are immense, frontloaded, and often a bit unrealistic, because of the demonstrable achievements of so many that have come before. Would-be Will Ferrells and Lisa Kudrows arrive at the door of that 99-seat theater the way so many generations of actors have flocked to Hollywood: to be discovered as much as to discover themselves.

WILL FERRELL: I had taken a few drama electives at USC, a theater improv game class where, being the way colleges are, it took ten weeks before we stopped pretending to be flowers. Irony of ironies, I finally went to a show my senior year and got pulled up onstage during an improv sketch. I’m pretty sure Lisa Kudrow was in the cast. I was terrible. I couldn’t even speak, and I was petrified. Even though the experience was not good, I left that night thinking this would be fun to do. It didn’t scar too badly.

STACK: When I started, it was hard to fill a class. It’s now a three-year waiting list. It’s like the Viacom of improv companies.

BRIAN PALERMO: People have been waiting for a year in the Sunday company, and years prior to that. They’ve worked so hard, writing four bits a week and having seven writing meetings a week and doing the shows. It’s horrible. You feel incredibly bad when you’ve put so much work into it and it just goes away.

LAMARR: People who leave under bad circumstances often find it really hard or impossible to come back. It’s like they were so in love, and then at the divorce they went for each other’s throats with a viciousness I’ve never seen in wild dogs. It’s like, “The one thing that stands between me and Will Ferrell’s career was that vote. Those people stole hundreds of millions of dollars out of my pocket.”

ANA GASTEYER: My perceptions of the voting are, it’s actors voting on actors, and you hope those actors don’t have checkpoints on if you’re a threat or not. Maybe somebody’s dating someone. In fact, everything about it is terrible. It was an autocracy at Saturday Night Live and a democracy at the Groundlings. The nice thing about an autocracy is, you always have one person to be mad at.

MAYA RUDOLPH: I guess it’s like the army. I really enjoyed the Sunday company—and I’m not a glutton for punishment. We were doing a show and heard that Christopher Guest and Eugene Levy were in the audience. By that point, Waiting for Guffman had come out, and they were looking for new people. They didn’t stay for the second half, and no one heard them clap. Everybody was so nervous and so uptight in the show that night and not doing what they normally do.

CHERI OTERI: I couldn’t believe when I got into the Sunday company. The stakes were so high, you would think you were getting on television. We had a party to celebrate the end of advanced class. I didn’t know it, but I was sick with hepatitis A, and I had made baked ziti for everybody at the party. So I find out I got into the company, and of course, everybody who didn’t pass happened to eat the baked ziti. So I have to call everybody and say, “I have hepatitis A, I know you didn’t get in, and I know you ate a lot of baked ziti.”

CHRIS KATTAN: I lived with my mother and stepfather in Mount Baldy and would visit my dad an the weekends. He was one of the original members of the Groundlings, Kip King. The whole week I would talk to rocks, and I couldn’t wait to get there on the weekends. Watching [Groundlings] Patrick Bristow and Tim Bagley and Michael McDonald—the most brilliant stuff would come out of their mouths every night. I’d just sit in the lobby and hope to see them after the show. It was like a mini Broadway.

CHERYL HINES: We used to go to the Snake Pit. It’s on Melrose and Spaulding—a total dive. When I was going through the program and watching Cheri and Will perform in the Sunday show, I knew that if you went and got a beer at the Snake Pit after, you might catch a glimpse of someone. It was very exciting to sit there with your girlfriend and secretly stare at Chris Kattan.

JENNIFER COOLIDGE: Me, Will, Chris, and Cheri were all flown in for the SNL audition. They chose Will and Cheri and not Chris and I, and six months later they called up Chris. I was the one who got rejected. I was spared a bullet. I think of all the demons, and playing politics. The good thing was I might have become anorexic. But I probably would have self-destructed on SNL.

GASTEYER: The thing that is so anomalous about the Groundlings is that so many of its highfliers were women. Coming out of the Chicago improv scene, which is pretty boy oriented, I was completely impressed and intimidated and inspired by the character work of the women there.

MICHAEL MCDONALD: I was a loan officer in a bank. A friend of mine said she wanted to be an actress and had two-for-one tickets. I thought, “What a moron. She’s going to be an actress? That’s the dumbest thing I’ve ever heard.” I saw Julia Sweeney, Lisa Kudrow, and Patrick Bristow do amazing things. I’d never seen improv before. I’d never really seen live sketch comedy before. I had no intentions of being an actor whatsoever. I quit my job that Friday.

GASTEYER: There’s some sort of perverse fun to bombing. You can dive into the silence and enjoy the shame as it washes over you.

MCDONALD: Becky, the bad-improv doll, was a doll that was on those horrible coffee-stained couches backstage, and when you died in an improv, you grabbed Becky and held Becky. She was taken away because I think she belonged to a Groundling who found out that she was the bad-improv doll and took it personally.

LAMARR: Tim Bagley and I were playing old vaudeville guys. We had heavy makeup, tons of props. All I really remember is the flop sweat pouring down my brow, into my eyes, and burning while sitting in virtual silence on the stage and trying to stay in character. All of a sudden that four-page sketch feels like 40 pages. It’s like, how long can this go on? Why did I wear three layers? It’s so hot. And then you look at your partner, and you see the fear in his eyes, too.

MCDONALD: We started doing these shows a few times a year called The Trash Show at midnight on Fridays. That whole chapter is such a buried treasure of this theater. The idea was to be as outrageous and inappropriate and horrible as possible. The things that you would have seen—I’m talking about all these famous people doing scenes about rape, about incest, about the funny side of abortion, sex, sex, sex, sex, sex, eating shit, you name it. It was some of the funniest shit I’ve ever seen. It’s never talked about—that’s what cracks me up.

FERRELL: In one Trash show, Roy Jenkins and I were in a buddy cop sketch—I was retarded and he was deaf with an artificial hip. In another sketch, there were two Waspy couples out on a tennis date. We were in our tennis shorts with our genitalia hanging out, and the girls were wearing merkins, and we were just having a normal conversation about tennis. Yeah, we were really subtle about the comedy.

COOLIDGE: Mike McDonald would do this thing backstage and say, “Have you seen my new watch?” and he would wrap his penis around his wrist. Mike made up for all the naked Kathy Griffins.

FERRELL: Because of the success of the theater and some of the people that have come out of it, it’s more goal oriented. It was so much fun when I was doing it, there were actors but also a housewife who wanted to do something fun, or a guy in business who took the class to feel comfortable being in front of an audience. Now I hear stories that students introduce themselves in class and say, “My name is Fred and I want to be on Saturday Night Live in two years.” Okay, hold on, tiger. If people did think that then, they kept it to themselves.

GASTEYER: Once I’d been speeding, and I had to get my ID out of my glove compartment, and there was a wig in it. “I’m sorry,” I said to the officer, “I’m a Groundling.” I owned suitcases of piano ties. I sorted through it about three years ago, and it was a really sad letting go. There are only so many things you can do with a lab coat later in your life.