An Oral History On The Evolution Of The Upright Citizens Brigade And Its Influence On Improv

The Upright Citizens Brigade Theatre Presents: The 15th Anniversary Del Close Improv Comedy Marathon Press Conference
Getty Image

Long-form improv as we know it today was heavily influenced and popularized by the Upright Citizens Brigade theatre and its founders Amy Poehler, Matt Besser, Matt Walsh, and Ian Roberts — oft regarded as the UCB Four. It’s fair to say that we may still be stuck in a world full of short-form improv à la Who’s Line Is It Anyway? if it weren’t for these folks. The four brought the improvisational lessons and skills they mastered in Chicago — under the tutelage of their teachers, Del Close and Charna Halpern (regarded as the grandmother and grandfather of long-form improv) — to New York, where many a comedic voice became smitten with the troupe.

Their shows gained popularity in the stand-up centric town of New York, eventually finding their way to Los Angeles for obvious reasons. UCB has left a lasting impression on not only improv, but comedy as a whole. It’s an impression that continues to grow exponentially, as an impressive alum can be found in every crevice of the comedy world (notables: Aziz Ansari, Ed Helms, Aubrey Plaza, Charlyne Yi, Thomas Middleditch, Zach Woods, Sasheer Zamata, Ilana Glazer, Abbi Jacobson, and a bunch of other people you’ve probably heard of). What follows are early accounts from UCB’s founders and current performers on the theatre’s roots and how it became the place to see and learn improv.

Chicago: 1990

Getty Image

We saw this guy in his living room playing guitar and yelled, “Let’s go steal his guitar!” McKay ran into the house and wrestled the guy to the ground and beat him up and kicked him to the ground and ran out the door. And we’re like, “Let’s get the fuck out of here!” Of course, it was a plan, but the audience was just like, “What the fuck is going on? What’s happening here?”

MATT BESSER: I didn’t even know what the concept of improv comedy was. I went to go see this thing called Improv Olympic with Chris Farley and Tim Meadows, all these funny people, and I couldn’t understand how it worked. It seemed magical. This kind of improv pretty much only existed in Chicago.

MATT WALSH: Improv, from my experience, was primarily a Chicago phenomenon. Del Close had set up shop in Chicago and he was the guru of long form.

BESSER: I went to this place called The Rocks in Chicago and I saw Matt Walsh on stage doing some bit. I saw many people on stage. I saw Andy Dick on stage. I did not gravitate towards Andy Dick [laughs]. I gravitated towards Matt Walsh. And I said, “Hey, man. Let’s do some sketches together.” The funny thing is he said no the first time.

HORATIO SANZ (UCB, Saturday Night Live): Matt [Besser] and Matt [Walsh] were doing a comedy show, so Matt and Matt did a bit then [Adam] McKay and I went on one week and joined them. And we had so much fun that that was it. The next week we became a group.

IAN ROBERTS: [Matt] Besser and [Adam] McKay asked if I wanted to start a sketch group with them, and so I showed up at some cafe in Wicker Park. Only one guy showed up, so we canceled the meeting. I showed up a second time, and a couple guys showed up.

SANZ: We were all kind of disappointed with Second City. They were the big fish. When we were doing improv, we were just trying to separate ourselves from all that. The Upright Citizen’s Brigade at first was called Cerebral Strip Mine. It was so we could do shows outside of the theatre at Improv Olympic and make it really as crazy as we wanted to.

BESSER: We used to do prank elements to our show.

SANZ: 1991 was a big year for us, when we did all the shows. By that point, we had six members. Then Drew Franklin, he was part of the group but he did basically the video/audio presentation within the show. He was the one who would take Adam McKay in the middle of the show out to the car, and they would go on a virtual road trip with an audience member.

BESSER: We did this one called Conference on the Future of Happiness. We had different speakers come and tell us their secret to happiness and each of us played one of those speakers. One of the concepts was, what makes us unhappy is society’s rules and laws. So the way to happiness is let’s all run outside of the theatre and break the law. We got the audience outside the theatre, ran down an alley where you could see into the back windows of people’s houses. We saw this guy in his living room playing guitar and yelled, “Let’s go steal his guitar!” McKay ran into the house and wrestled the guy to the ground and beat him up and kicked him to the ground and ran out the door. And we’re like, “Let’s get the f*ck out of here!” Of course, it was a plan, but the audience was just like, “What the f*ck is going on? What’s happening here?”

SANZ: I got arrested on the street leading a fake riot. I had a fake torch and would say, “Kill Rostenkowski,” who was the congressman at that time — he was going through some trouble. So, I was chanting, “Kill Rostenkowski,” and we were leading our audience to a virtual riot. I saw the blue cop car come, I saw the blue lights on my face, so I made a decision. I’m either going to beg for forgiveness in front of the audience or just pretend it’s part of the show. When the cops pulled over they arrested me and threw me in the car, and I didn’t say anything. I just kept saying, “Fight the power! Kill Rostenkowski.” I thought, “Oh, wow. If I was watching this, I would be like, ‘what the f*ck?’ How did he get a cop car to come in and arrest that dude?” To me, it was the coolest thing you could be watching.

BESSER: We all had the same sense of humor, and we told Charna [Halpern, co-founder of Improv Olympic], “Hey, we want to be together, we all want to be in the same group.” And that’s what started our group The Family.

SANZ: I wasn’t part of [The Family] because I was at Second City already. I dropped out of UCB, and Neil Flynn took my spot. Drew Franklin ended up getting kicked out cause it just wasn’t fitting right. But he’s still a good friend of mine and, little side note, he is the face of UCB — the logo, the guy with the glasses.

AMY POEHLER (from Poehler’s book, Yes Please): [The Family] was Matt Besser, Ian Roberts, Adam McKay, Neil Flynn, Ali Farahnakian, and Miles Stroth. They were improv giants, literally. Everyone was over six feet tall and imposing, physical, and hilarious. I would sneak into their packed shows using my student discount and sit in the light booth to watch what great improv looked like. I took a class from Matt Besser, and we started dating soon after. Matt asked me to join the Upright Citizens Brigade, a relatively young sketch group. They needed a girl.

New York: 1996

Getty Image

We found an old strip club that had been closed down under the Giuliani administration. We had to break all the mirrors off the walls, cut up the runway stage for strippers and build it into a regular stage, and clean the place up.

ROBERTS: It was becoming clear that we couldn’t stay in Chicago, we needed to be available to the industry. We chose New York because it was important for us to be performing all the time.

POEHLER (from an interview with The A.V. Club): Chicago is an amazing place to perform, and it’s incredibly supportive and filled with great stuff, but if you want to get a sketch show on television, you have to move to New York or L.A.

SANZ: We were doing pretty well at Second City and they just decided to leave. They were going to take the move, and I was like, “Dude, we’re doing great here, why are you guys leaving?” I guess they just felt we’re never really going to be able to do what we want to do so they left me at Second City. With all our blessings, they left. I drove Walsh out to New York in his Volkswagen van that didn’t have any heat.

POEHLER (from Yes Please): The group had morphed and now it was the fab four it remains today: Besser, Ian Roberts, Matt Walsh, and me. A casting director told me we would never make it as a group. Second City reminded me I was in line to get a spot in a Mainstage company — the big time there. Improv Olympic was a warm blanket we didn’t want to crawl out from under.

WALSH: In New York, there was nothing like what we were doing.

BESSER: It was like bringing silk from China. We had this special thing people didn’t know about, it was very much new then.

SANZ: Improv in New York was happening, but at such a pedestrian level. But people didn’t even know New York had a scene, and I think that’s what Besser realized.

POEHLER (from an interview with SFGate): We were just a group from Chicago, trying to get a TV show and an agent and have people notice us. We directed and produced and wrote some shows and we needed a house for those shows, so we created a theater.

WILL HINES (Performer/Teacher): In New York City, improv was very un-cool and dumb before the UCB got there. Then they were like, no, improv is cool, and that’s contagious. Without the UCB Four, or somebody just as impactful, improv never would have taken over New York City. When I saw Harold Night, at this fifth floor walk-up space at UCB, it was like a weird mystery club and instantly the coolest thing.

POEHLER (from Yes Please): We found a small dance studio called Solo Arts and made it our de-facto home. It was a five-story walk-up with a wonky floor, and my brother, Greg, served as our bartender. We outgrew Solo Arts. We needed our own space.

ROBERTS: We found an old strip club that had been closed down under the Giuliani administration. We had to break all the mirrors off the walls, cut up the runway stage for strippers and build it into a regular stage, and clean the place up. Everyone was involved in that, and everyone knew that no one was making money off of it.

WALSH: It was very raw, and it was sort of dingy.

POEHLER (from Yes Please): The greenroom was lined with lockers, and those lockers were filled with old bikinis and Prince mix tapes. I stupidly volunteered to clean the bathroom, and I pulled at least a dozen condoms out of the horrible toilets. Even years after we opened in 1999 as a comedy theater, we would get confused men entering in the middle of the day.

HINES (Performer/Teacher): That was the first proper UCB theatre, the 22nd Street theatre.

POEHLER (from an interview with The A.V. Club): I think the reason why it closed was there was a show there that was so f*cking funny, we blew the doors off. And the building collapsed in on itself. No, it was fire. Fire-hazard regulations.

The 22nd theatre relocated to 26th Street in 2003, where it remains today. And a second New York location in the East Village opened in 2011. UCB opened their Los Angeles theatre in 2005, and a second L.A. theatre in 2014.

The School

Getty Image

What draws people to us, we have a very formalized system of teaching, and the word gets out that it’s practical, and that there is a method to it. It can be very frustrating when you want to do something, and then you feel like no one is giving you the clear method of how to do it.

ROBERTS: There was this whole city full of un-tapped talent. It was just this deluge of talent that was waiting to do something like we were doing.

HINES (Performer/Teacher): I don’t even think it was long form over short form. I think it was just that Matt, Ian, Matt, and Amy were so cool. If they had been doing origami on stage, they would have attracted a bunch of kids from NYU who wanted to do origami.

BESSER: Del was all about experimentation, and let’s just run everything up the flag pole. Let’s use this beautiful chaos and anarchy and creativity, and use all these different forms. And that’s what made that era so great. What our theatre brought was take all this stuff, and codify it, and have it make more sense so it’s easier to understand.

POEHLER (from Yes Please): UCB’s motto is “Don’t Think.” It started as a directive from Del, transformed into a comment on corporate doublespeak, and now serves as the guiding principle for our school and theater.

ROBERTS: People always think that improv is easy. You may be funny, and you may know how to walk and talk, but improvising with another person and finding a game together with them is a skill. But, yeah. It looks so easy.

BESSER: I think comedy and improv is easier than [finding] love.

WALSH: We didn’t really have a plan, truthfully. We just started teaching classes and it evolved into a school. We discovered that there were really talented and funny people who wanted to do it, so then we needed to provide a space for those people to do shows.

HINES: It took over my life almost instantly, and I deliberately tried to destroy and rebuild my personality so that I would be better in UCB classes. Back when I took classes, it was not seen as a path to success. There was nobody’s agent saying, “Go to that strip club and take an improv class.” Amy wasn’t on SNL. No one knew what improv was. No one gave a sh*t.

MIKE STILL (Performer/Artistic Director UCB L.A.): I was doing sketch comedy in New York in 2004, and my girlfriend at the time started taking an improv class. For her 101 class show, she asked me to Photoshop a picture of her instructor Will Hines, so I did and made a graphic for their T-shirts. And now he’s a good friend of mine, and we do a show at UCB L.A. [called] Your Fucked Up Family.

KURT BRAUNOHLER (Performer): They were the only game in town doing anything interesting. I took one of [UCB’s] first classes that they offered in their theatre. It was really the first time I got up on stage and improvised. I was like, oh, I want to do this for the rest of my life.

LAUREN LAPKUS (Performer): I had never played myself or used my own voice. Literally, I don’t think I had ever spoken with my own voice not as a character on stage until UCB. And that was a good five years of doing improv where I didn’t speak as myself.

ROBERTS: What draws people to us, we have a very formalized system of teaching, and the word gets out that it’s practical, and that there is a method to it. It can be very frustrating when you want to do something, and then you feel like no one is giving you the clear method of how to do it.

AMANDA SITKO (Performer/Teacher): So many times, [students are] just trying so hard to be “good” at comedy or funny. And that’s not what it is. You don’t work improv, you play it. It should be fun.

MARY HOLLAND (Performer): You don’t have to be wacky or goofy or over the top to find comedy. Comedy is everywhere.

HINES (Performer/Teacher): Most of the changes [to the curriculum] were Joe [Wengert]. He just codified it. He made it a real school.

POEHLER (from Yes Please): In 2010, we became an accredited theater school. In 2014, we opened a new UCB Training Center in New York with 14 classrooms and a picnic table and a big new theater space in Los Angeles.

BESSER: I also feel pride in our own school, its curriculum and our improv book that we have made it easier to learn. The whole point of putting that book together [The Upright Citizens Brigade Comedy Improvisational Manual] was, let’s make this easier to learn. The process we went through when we were in Chicago — there were all these different philosophies, all the words were the same — but the meaning of the words were different from school to school and teacher to teacher. That is part of what kept us in our head. That you couldn’t understand something because you can’t agree on what it was.

The Harold

Getty Image

If you look at your life as a Harold, it fits. You have the opening, then your first beats, second beats, and you start to identify those patterns, and how it’s naturally heightening in your life.

The improvisation form known as The Harold is performed by house teams at UCB every week, with Harold Night being a staple for the theatre. Harold Night derived from iO Chicago when it was developed by Del Close in collaboration with Charna Halpern and is compromised of an opening, a series of three beats, and two group games. The audition process has become increasingly competitive since the theater’s opening, as being on a Harold team is viewed as the primary point of entry to perform regularly on the UCB stage. The audition process itself has also gone through various iterations over time. The most recent auditions are comprised of three rounds over a few weeks.

BESSER: The Harold audition went from having very few people to thousands of people.

STILL: Basically, our Harold teams are the crown jewels of house teams.

HINES (Performer/Teacher): I got put on a Harold team in November of 2000. At that time, there was one guy named Armando Diaz who taught all the level threes. And he just picked who he thought should be on a Harold team.

STILL (Performer/Artistic Director): My first audition, I got a call-back and didn’t really do much in my audition. I pretended to be a bed, and I kind of sucked.

SITKO (Performer/Teacher): There were about 40 of us in that audition [in Los Angeles, 2006]. And it was an invite only audition, where they emailed who they wanted to audition. So, 40 of us in the main audition and 20 of us in the call-back. It was a very small group.

JAKE REGAL (Performer): My first audition was in [Los Angeles] February 2009. By then, there were already 200 people auditioning. You couldn’t sign up online. You had to wait in a physical line the morning of audition sign-ups. People would get there before the crack of dawn.

In 2014, 455 people auditioned to be on a Harold Team in Los Angeles, and almost 500 auditioned to be on a team in New York. And 27 people were added to teams in L.A. For Maude Teams — UCB’s sketch teams –there were 428 actor submission and 258 writer submissions this year in L.A. According to Mike Still that number is roughly the same for New York auditions. 

BESSER: When you ask most UCB people you know, how was your first audition? I doubt everyone got it.

NICK MANDERNACH (Performer): A friend of mine had told me this un-true rumor, which is that you could never be on a Harold team on your first audition. I was very relaxed because, in my mind, I thought there was no way I could get on. And then I got onto a Harold team.

SITKO (Performer/Teacher): When I was first on a Harold team, if I messed up a second beat, or didn’t do good in my group game, just complete self torture. Oh my god, what am I doing here?

HOLLAND (Performer): If you look at your life as a Harold, it fits. You have the opening, then your first beats, second beats, and you start to identify those patterns, and how it’s naturally heightening in your life.

BETSY SODARO (Performer): The Harold is kind of this thing of, wait, so what’s happening? I’ve had to explain what a Harold is to my parents too many times. Even by drawing diagrams.

STILL (Performer/Artistic Director): It’s tremendous the number of people working and wanting to be involved. It’s our goal to make sure there are ways for people to work on their creative voice.

BESSER: You don’t have to be on a Harold team to do improv. You can be on your own improv team and do it even at our theatre! So, that shouldn’t crush you if you can’t make it.

STILL (Performer/Artistic Director): Mess Hall teams [in Los Angeles] is our version of the New York Lloyd Teams. [They] are people who were almost on [Harold teams], but, for whatever reason, didn’t get on. They have a place to come and work on their long-form improv and have fun and develop connections.

SANZ: There’s definitely a waiting period but if you’re super funny the theatre allows you to do it right away. That’s different from Second City, or Groundlings, or Improv Olympic.


Getty Image

I’ve seen more penises than I care to count. Not to paint the entire theatre as stupid dick jokes. But there are plenty of stupid dick jokes.

There’s a wealth of nostalgia for UCB’s early performances in both Chicago and New York. The theatre has always prided itself on experimentation in improv and host shows that are testaments to those standards. Founders and performers attest that with more people involved than ever — and the newest theatre space opening in Los Angeles — experimentation still prevails. 

ROBERTS: I think nostalgia is usually kind of fake and inappropriate. People who were there and hear it, it is what it is. You look back, and you romanticize it. I think there’s just as crazy stuff happening now. People just don’t realize it when they’re sitting in it.

WALSH: There was this show called the filthiest sketch show [hosted by Gil Ozeri and Adam Pally], and it turned into an excessive thing. There was a show in New York where a woman squirted breast milk on the audience. That happened. And was stopped.

SITKO (Performer/Teacher): Dirtiest Sketch is one that they stopped doing. There were two dudes named James Pumphrey and Cale Hartmann who did a sketch where they drank milk. And essentially started vomiting on stage then started drinking each others vomit on stage. I don’t know if the bodily fluid rule was because of a law or just like, oh, man. We just don’t want any more of that. That show eventually phased out. But, yeah. Girls coming out covered in period blood, abortion scenes, and just like, real creepy sh*t. Our new artistic director, Mike Still, is bringing some of that fun crazy vibe back. He does a show called Celebrity Barf Machine.

HINES (Performer/Teacher): Celebrity Barf Machine is an insane show. People come and dress up as their celebrity, and they just do distasteful and inappropriate things as extremely as they can conceive.

SODARO (Performer): I refuse to go to Celebrity Barf Machine. I don’t know if I can handle that.

STILL (Performer/Art Director): It’s a late night competition where people can just do the grossest stuff they can. Really push the boundaries of what is tasteful. [Former Artistic Director Alex] Berg asked us to revive [Dirtiest Sketch Show]. Our idea was there’s a bunker under the Hollywood sign. It’s a place where celebrities come and they’re able to be their true selves. Let it all loose, away from the spotlight of Hollywood. Live the life they want to live. I play Richard “F*ck You” Dreyfuss, which is just a real perverted version of Richard Dreyfuss.

LAPKUS (Performer): I love it. I’m always there. And none of my friends really understand why I always want to go.

STILL: Lauren Lapkus always comes and is in the front row watching. Her face is my favorite thing. Her eyes, which are already large, grow to unbelievable heights when she’s watching what’s going on.

LAPKUS: I have almost thrown up every time. The last one, I had to go to the hall and stand by the trash can, and I thought I was going to throw up. And there was a part of me that thought if I throw up, it will make the show better.

BESSER: F*cked Up and Illegal Videos, [was] the show Walsh and I used to host. You can’t even say this stuff, it makes it seem too crazy. It’s like Vegas — what happens in the theatre — but I don’t know. I have a memory of Neil Campbell tying a ribbon to Paul Rust’s penis and leading him around like a dog probably emblazoned on my brain forever.

REGAL: I’ve seen more penises than I care to count. Not to paint the entire theatre as stupid dick jokes. But there are plenty of stupid dick jokes.

BESSER: Experimentation can go in all sorts of directions. Sometimes, experimentation just means being disciplined to saying let’s rehearse. Instead of rehearsing once a week, let’s rehearse everyday. To me, that’s a way to get better, to go to the next level.

POEHLER (from an interview with The A.V. Club): You hope that UCB is not just about the famous people that stop by, or who’s the next famous person that’s coming up from that class or whatever. But it’s just a place where you always can feel like there’s going to be good, funny stuff happening, and you’re going to understand the voice of it.

JONNY SVARZBEIN (Performer): UCB used to be kind of thought of as two white guys in plaid shirts pitching bits at each other on stage, and now it’s just so great to see the different kinds of performers from every walk of life, every race, disability, every mentality, every different kind of performer you could think of performing at UCB right now.

BESSER: One of the great things about being in this new space [on Sunset Blvd. in L.A.], where there are two spaces, is there will be more room for experimentation like there hasn’t been in L.A. since we first opened up the theatre.

SITKO (Performer): The show I do is called The OkCupid Show, and basically what we do is we go onto OkCupid, and we write to people who are on it and ask them, “Would you be willing to do a date live on stage?” And complete strangers say yes, which is bananas. It’s not stand-up, it’s not improv, it’s not sketch. It’s more like watching the beautiful agony of the human experience happen.

HOLLAND (Performer): [This Show is Not Funny] is a show that was brainchild of Luca Jones, who I was on [Harold team] John Velvet with for years. [We] put the focus on the who, the what, the where and bringing that emotional actor sensibility to scenes. The goal isn’t to be funny.

MANDERNACH (Performer): It is more like serious improv, where comedy might emerge from it. That focus on just accuracy and acting, that’s such a cool idea. And they crushed their first show.

SANZ: I’m kind of waiting for someone to go crazy. I don’t know if its because the theatre is such an institution now. They’re maybe just a little more careful. I hope not. But I’m waiting for the next group of people who are like, “F*ck you and fuck this theatre,” and take it to the next level, and then come back to the theatre [laughs]. I would love to see people making the theatre uncomfortable. Making Besser be like, “F*ck, well, I guess we gotta let them do that.” Maybe it’s in the future. Maybe I should try to get a rag-tag team and try to get them to do something crazy.

Influence and the Future

Getty Image

I think that’s why we’re all still involved with it. Because it is pretty much the most important thing we’ve all done.

SITKO (Performer/Teacher): If you do get involved, they will take care of you. They just want everyone to succeed. This should be a step in your career. You come, you do UCB, you’ll always have a home here, but we want you to essentially leave our nest and go on to do awesome stuff. I feel like a fat baby bird in that nest.

SANZ: I’m still proud that SNL goes there to find people like they used to go to Second City and Groundlings, exclusively, and now they go there.

BESSER: Although we had our Asssscat show on TV, there has yet to be a running series on an improv show. That would be the next step to take it to the mainstream. But at least everybody knows what it is now.

WALSH: In its purest form, I don’t think anyone has figured out a way to put it on television, and I would love to see that, but I don’t have the answer. In the moment, it feels real and funny, unless we’re all delusional. There has to be a way to translate that into television.

SANZ: UCB has never been a sell-out thing, its never had its own success on television. I mean, the show had its successes, but we haven’t been like in the industry so to speak. UCB is a big industry, but we’re not like MTV or anything. So, we’re small and interesting and, for lack of a better word, independent.

POEHLER (from Yes Please): Comedy Central took notice of us in 1998. We were offered a sketch show, and Upright Citizens Brigade aired on Wednesday nights after another brand-new show: South Park. One of us got great ratings.

BESSER: When Del died, he talked about spreading the love of improv, and that’s a very nice sentiment. I can’t say, “My mission is to spread love.” I’m not going to do anything like that [laughs], but I’m really fascinated by how improv works.

SANZ: The theatre is filled with brilliant people, I’m not talking about myself [laughs] but you go there now, it’s just a magnet for smart, funny people. If you really want to do something interesting UCB is the place to go.

POEHLER (from an interview with Elle): If nothing had come of it, I’d be happy to still be at Upright Citizens Brigade, teaching. I’d grow rosemary and go to my boys’ soccer games. I met a lot of the people I collaborate with now doing improv, and I’ve had the experience of being in functional creative environments. I don’t think creativity has to come from a place of dysfunction. It can come from nice people with good parents. Of course, I like to keep my creative options open. Maybe in my sixties, I’ll be setting everything on fire and coming from a place of no.

WALSH: I like that I’ve helped create a space where people who might have the predisposition to fall in love with improv can discover that. That’s what makes me proud.

POEHLER (from an interview with SFGate and Yes Please): The creation of the UCB Theater is by far my proudest professional accomplishment. Last year, we sold over 400,000 tickets, produced over 4,000 shows, taught over 11,000 students, and employed 216 people.

SANZ: I think that’s why we’re all still involved with it. Because it is pretty much the most important thing we’ve all done.