The Groundlings: improving improv in L.A. for 40 years


It’s raucous backstage at the Groundlings after a Tuesday evening improv show — red wine and buckets of salty snacks will do that to a roomful of comedians, as will having just killed it onstage. A fluffy border collie lumbers through the crowd, which is shot through with boisterous congratulatory hugging. The warm glow of makeup mirror bulbs and shelves of wigs and costume props accentuate the festive vibe — a plastic gun here, a rubber chicken there.

This bunch, however, hasn’t appeared onstage together since the 1980s, and so the evening is also a reunion of sorts. For its 40th anniversary, the Groundlings is hosting improv shows by the decades, bringing back alumni from each era — on this night, that included Mindy Sterling, a.k.a. villain Frau Farbissina from the “Austin Powers” movies, and Lynne Marie Stewart, Pee-wee Herman’s saccharine love interest, Miss Yvonne. On Tuesday night, the 2000s show will reunite “Saturday Night Live” alum Will Forte, Cheryl Hines of “Curb Your Enthusiasm” and Wendi McLendon-Covey of “Bridesmaids.”

The anniversary comes as the comedy landscape is teeming with opportunities for budding talent, including YouTube, comedy websites like Funny or Die, podcast networks such as Earwolf and Nerdist, and even Twitter — a favorite for comedians honing one-liners. But in 1974, when the Groundlings officially formed, L.A. outlets for honing improv skills and developing sketch characters were few. Second City was based in Chicago. The Upright Citizens Brigade, now a local improv staple, didn’t arrive until 2005. So the Groundlings — which grew out of an improv workshop and developed into a performing troupe and later a school — became the social and comedic hub for blossoming comedy nerds.

“We were a giant family, and there was almost nothing outside of it,” says Phyllis Katz, one of the school’s founders. “There was stand-up. People were either at the Comedy Store or the Improv. But finding the Groundlings — where everything was experimental — was spectacular.”


In today’s quick-morphing digital culture, the Groundlings remains relevant as an analog iconoclast of sorts, sidestepping the plethora of peripheral entertainment opportunities and digital distractions. It doesn’t have a YouTube channel or a TV show in the works, nor does it tour like Second City and Upright Citizens Brigade. Instead, it focuses on its core mission of in-person classes and staged performances in L.A. The company just purchased a building for its school, across the street from its Melrose Avenue theater, with plans to open in 2016.

“We’re kind of Luddites and purists in that sense,” jokes current company member Michaela Watkins. “It’s really rigorous training, and we want to stay true to those values.”

Comedians can find “10 times more opportunities” now than in 1974, says Fred Rubin, senior lecturer in the UCLA School of Theater, Film and Television.

“But the Groundlings and Second City are still the farm teams for comedy the world over,” he says. “Invariably, when somebody shows up on ‘SNL,’ they came from [there] or UCB. It’s a major arena of teaching comedy skills and as relevant today as when it began.”

In 1972, comedian Gary Austin, who had been part of the San Francisco improv group the Committee, started a weekly improv workshop in a Hollywood theater. Classes were decidedly loose, incorporating songs, monologues and character sketches, and they drew budding actor Tim Matheson (before he starred in “Animal House”) and then-singer-songwriter Tracy Newman (before she became an Emmy winning TV writer for “Ellen” and a producer on “Cheers”).

Within a year, the group was performing around Hollywood, and in 1974 Austin incorporated as a nonprofit theater company. The troupe’s name came from Shakespearean days: Audiences who couldn’t afford theater seats and watched the show standing in the theater yard were called Groundlings.


Lily Tomlin was a regular audience member at those early shows, and she brought on Groundlings Laraine Newman and Sandy Helberg to perform in her 1975 TV special, “The Lily Tomlin Show,” which was produced by Lorne Michaels. When Michaels cast his new NBC sketch comedy show that year, he plucked Newman to be part of the original “SNL” lineup.

“The Groundlings has meant everything to my career,” Newman says. “The relationship between the Groundlings and ‘Saturday Night Live’ is so entwined, I believe, because the emphasis on character-driven scenes are the most enduring ones for ‘SNL,’ and characters are emblematic of the Groundlings’ style.”

The company acquired its current property in 1975 and performed at venues around town until its own theater was ready in 1979. “I remember sitting in the office with Tom Maxwell ... this was around ‘75, ‘76,” Tracy Newman says. “He was worried about his own future and the future of the company, and I said: ‘Are you kidding? This is the future of comedy!’”

The Groundlings went on to become a veritable pop culture geyser, springing scores of comic actors and characters: Paul Reubens’ Pee-wee Herman and Cassandra Peterson’s late-night horror-movie host Elvira as well as dozens of characters to appear on “SNL,” including Phil Hartman’s Chick Hazzard, Private Eye; Julia Sweeney’s androgynous Pat; Will Ferrell and Cheri Oteri’s perky cheerleaders; Jon Lovitz’s smirking Liar; and Melissa McCarthy’s gluttonous, ranch-dressing-chugging Linda.

They all came out of an organization that runs about 20 classes a day, seven days a week. Students work through five levels over roughly five years before gaining a shot at joining the Sunday company, which itself is a steppingstone to being a Groundling. Only the best are voted in. Though close to 1,000 students are enrolled in the program, there are only 30 Groundlings at any one time — and they write and perform without pay while collectively serving as the company’s artistic director.

“They’re so aggressively prepared for the TV wars, navigating the audition system,” says OmniPop Talent Group’s Bruce Smith, a manager who represents comedians. YouTube comedians, he says, “may be talented, but they’re sort of working in a bubble.”


Adds Vanity Fair comedy writer Mike Stack, author of “Poking a Dead Frog: Conversations with Today’s Top Comedy Writers”: “There’s more at stake now. I wonder if some of the characters being done now are meant to appeal to a select few, like Lorne Michaels or Judd Apatow; there seems to be a need to hit the right notes and use it as a launch pad.”

Competition for stage time can be fierce. Tracy Newman says it was “ugly but also familial” backstage, but that’s an integral part of developing writers. The more sketches Groundlings write for themselves, the more plentiful their chances to perform.

“Phil Hartman called it ‘comedy capitalism,’” says Timothy Stack, creator of E! Entertainment’s talk show parody “Night Stand.” “It forced you to act and write. If you wanted stage time, you had to write stuff. So many of the people who go on to ‘SNL’ do so well there because they’re used to competing.”

Hartman, whom many looked up to as Yoda (“He was so talented,” Timothy Stack says), famously didn’t intend to be a Groundling. He came to a show in 1974 and, afterward, spontaneously started doing John Wayne impressions onstage, to hilarious effect. He was encouraged to audition for classes, which by then had become necessary as so many people wanted to enroll; it’s still the case today.

The craft of writing sketches taught a discipline that changed the course of careers.

“It was grad school for me for writing,” says Jim Rash, who starred as Dean Pelton on “Community” and won an Oscar for co-writing the 2011 film “The Descendants” with fellow Groundlings alum Nat Faxon. “Writing sketches, you’re also learning about a journey and characters, and you translate that to bigger things. The passion to explore and not be afraid to fail — that’s something I will always attribute to the Groundlings.”

Being part of the Groundlings’ “class system” — whether reaching the top tier or simply taking one-off workshops — also has meant access to a network of Hollywood actors, writers and producers. J.J. Abrams took classes, as did Conan O’Brien and Jimmy Fallon. Groundlings frequently cross-pollinate their outside projects, a tradition that goes back to the early days. Reubens’ “Pee-wee’s Playhouse” was a revolving door of Groundlings talent and gave dozens their first credits, not just acting but also writing.


“Nowadays the producer has to approve it, the network has to approve it, the studio has to approve it,” says Groundlings alum Doug Cox, who wrote for Reubens’ show as well as for Peterson’s Elvira character in various TV productions. “It used to be: ‘Come on in and do a few lines.’ So many of us got our start that way.”

Former Groundling Kristen Wiig’s 2011 film “Bridesmaids” was chock-full of alums, particularly women, including co-writer Annie Mumolo, Maya Rudolph, McCarthy and McCarthy’s husband, Ben Falcone, whom she met at the Groundlings and who played the air marshal in the film.

Watkins is co-creator, with Groundlings alum Damon Jones, of the USA Network sitcom “Benched,” which is currently in production. It’s brimming with Groundlings affiliates on both sides of the camera, from guest stars Oscar Nunez, Jeremy Rowley and Laird Macintosh to writers Rash and current Groundling Jim Cashman, to one of its directors, Michael McDonald.

Groundlings isn’t the only place to foster such a network, of course. Second City now has a Hollywood location, and UCB is opening a second training center and theater space on Sunset Boulevard this summer. Improv Olympic, Acme Comedy and iO West Theater also offer improv classes. But to members past and present, the Groundlings is special.

“You meet a bunch of people that don’t just become your friends but your comedic colleagues,” Cashman says. “It’s who you turn to creatively.”

The scene in the Groundlings lobby, after the ‘80s show, is a bit maudlin.

“That woman there, she paid for me to take the advanced class, I was so poor!” says the show’s director, Groundling alum Deanna Oliver, poking Stewart in the shoulder.


“Hey, you didn’t pay for any of my classes,” jokes Cox, who’s wearing a green camouflage kilt he calls “a utili-kilt.”

Turning serious, Stewart tosses an arm over Oliver.

“Really, I’d heard she was brilliant,” Stewart says, “and I just wanted to keep her here.”

As the Groundlings moves ahead, the group still holds tightly to its founding principles: performing and teaching. Over the years, the company has been approached about branching out, including interest in taking the show on the road or setting up a Las Vegas-based production — none of which it pursued, says Groundlings board of directors Chairman Ron Hofmann. A short-lived TV improv show ran on FX in 1998 for one season of 65 episodes. In 2008, the Groundlings produced 50 Web comedy shorts for Sony Pictures Television’s digital platform, Crackle.

“We get approached all the time, we’re open to things, but it’s a challenge,” Hofmann says. “We’re only 30 people, and the company members are all teaching and performing and also have their own [paying] careers.” As a small nonprofit, he says, “we’d have to restructure and expand the company, which could compromise the core mission.”

The finances appear healthy: In 2012, the most recent for which tax records are available, the company was in the black with revenue of about $2.1 million. About $1.5 million came from tuition, and almost all of the rest came from ticket sales. The school building, being renovated, will feature five large classrooms and a small black box theater. There are discussions about a green screen and editing bay for multimedia.

“You look at the founding members, and they started a theater and a school,” Watkins says. Current members’ legacy, she says, will be a school building.

“That’s where it starts,” says Sterling, who still teaches classes and directs shows. “I fell in love with the art of improv here but also got a lot of self esteem and confidence and taught and directed and wrote. This is where I feel like I came into my own — in so many ways.”



‘40 Is the New Groundlings’

Where: The Groundlings, 7307 Melrose Ave., Los Angeles

When: 8 and 10 p.m Fridays and Saturdays, through July 12

Tickets: $20

Information: (323) 934-4747 or