Upright Citizens Brigade

It’s audience-participation time with the Upright Citizens Brigade. The seventy-five people crammed into this small fifth-floor Manhattan theater have been encouraged to hug somebody different from themselves: “Straight people, hug somebody you think might be gay! White people, hug a black person! Okay, there doesn’t seem to be a lot of black people here tonight, so white people are going to have to share the black people.” They have been lectured about the perils of prejudice against astronauts.

Then a UCB representative named Antoine announces that they will apologize to every ethnic group who has ever suffered from stereotyping. Unfortunately, they don’t have time to express their regret to every creed and color, so one group will have to represent them all–the Jews. And since there isn’t time to apologize to every single Jewish person, he picks one surprised young man sitting in the audience–Samuel–to represent them all.

Samuel is not pleased, but accedes. Antoine asks the audience to join in the apology. “Dear Jew,” says Antoine, reading from an index card.

“Dear Jew,” the audience dutifully repeats.

“We are heartily sorry for having offended thee….”

“We are heartily sorry for having offended thee….”



“You should be free to ride your Jew bike.”

“You should be free to ride your Jew bike.”

“And wear your Jew clothes.”

“And wear your Jew clothes.”

“Without people making fun of you.”

“Without people making fun of you.”



“It doesn’t matter that you killed God’s only son.”

This is one step too far for the audience; they giggle uncomfortably, not repeating Antoine’s words. Samuel boils over: “That’s not even historically accurate. The Romans killed Christ and everyone knows that–”

Antoine cuts him off: “Please, Samuel. You’re representing your people.” Samuel falls silent; Antoine returns to reading from his card. “It doesn’t even matter if you blame the Romans….”

The Upright Citizens Brigade is Matt Besser, Amy Poehler, Ian Roberts, and Matt Walsh: four young comedians, ages 26 to 34, improv comics by training, tippers of sacred cows by inclination. (Besser was planted in the audience as Samuel.) They do stage shows that mix the hilarious with the paranoid, with free-wheeling plotlines that constantly loop back and tie themselves into Gordian knots. According to the group’s mythology, the Upright Citizens Brigade is also a powerful underground agency promoting chaos through a global network of secret agents everywhere. The UCB’s covert program of destabilization is the spur for most of the group’s sketches, just like SCTV used the framework of a TV station a generation ago. This month, Upright Citizens Brigade begins on the Comedy Central network, bringing their uniquely twisted vision to the airwaves.

Television doesn’t have a shortage of sketch-comedy shows. What’s in short supply are successful ones. One UCB member, Matt Besser, can reel off most of the contenders of the past few years: “The State, Vacant Lot, Exit 57, Live on Tape, The Sports Bar, Quickwits, Mr. Show, The Dana Carvey Show, Mad TV.” Most of those shows are deader than The Single Guy. A show can be revered critically and still flop, like The Ben Stiller Show. Even the mighty Kids in the Hall foundered when CBS tried to bring them to network TV. So the UCB are feverishly working on their ten-show first season, hoping that it’s the first year of a multiyear run, knowing in the back of their heads that this might be their only day in the cathode-ray sun.

On the Tuesday before the UCB begin to film their first Comedy Central show, they have a lot of work left to do. The four of them have always written all their own material (although one of those new staff members is an extra writer, Joe Ventura), and they have a six-year backlog of stage scenes to organize and adapt into ten TV shows. They have a staff to help them, which is inspiring and unsettling in equal parts. When the UCB first moved from New York to Chicago, three years ago, they had to harangue passersby in Washington Square Park for hours, just to get a handful of people to show up at one of their performances. Now, their TV show leases a full floor in a downtown Manhattan building, one floor above the 200 Cigarettes production office. Dozens of employees show up for work every day, many of whom the UCB still don’t know by name. “Every day there’s somebody else who works here,” says Amy Poehler. “Another post supervising director or something.”

Poehler is the UCB’s only female member. The punchline of her favorite joke is “horse cock.” She grew up in the Boston suburbs, the daughter of two high-school teachers. She’s short, with dirty-blond hair; her girl-next-door looks let her disappear into characters ranging from Girl Scouts to porn stars. She’s achieved the most fame of the group so far, with a recurring role on Late Night With Conan O’Brien as Andy Richter’s excitable, lisping little sister.

The quartet are assembled in Besser and Poehler’s shared office. One wall has a poster from the Huntsville, Alabama, police department reading “IF YOU CHOOSE TO DO DRUGS, WE MAKE HOUSE CALLS”; the other has a corkboard with dozens of index card representing various sketches, with names like “Cyborg Heart Explosion,” “Pirates Motivational Meeting,” and “Kid Playing Doctor Diagnoses Neighbor With Cancer.” The card they are concerned with now is “Human Furniture,” and the question they are pondering is whether the idea of leasing people as couches is funnier as a scene or a commercial. They are choosing to ponder in silence.

Besser pulls his T-shirt over his mouth and nose, a nervous tic of his. Matt Besser is the group’s most anal member, which means he’s also their archivist. Raised Jewish in Little Rock, he roots for the Arkansas Razorbacks and the Chicago Bulls. He would want his autobiography to be called Don’t Touch Me. When he’s agitated, like he is now, he pulls his dark curly hair like it was made of taffy.

Besser speaks: “You could have a joke that the beds are people who keep getting fatter: twin-size, queen, king. Cut to a fat guy eating donuts: king-size and still growing!” The others nod appreciatively.

Roberts pipes up: “Or the lamp would be a guy holding the socket in his hand all day long.” The clean-cut Roberts is the group’s most logical mind and frequent onstage straight man; he plays the recurring role of Antoine. He describes himself as the quartet’s healthiest member, and is on a ketogene diet that involves lots of protein shakes and cold sausages. He would want the title of his autobiography to be Fucked Up But Getting By.

They’ve fallen silent again, staring at the board. Roberts squats with his hands on his knees, like a shortstop at the ready. Poehler lounges sideways on the couch. The pressure is palpable. Poehler sings “human furniture,” a fragment of a nonexistent jingle, then quiet reigns once more.

Besser suddenly barks, “A water bed is just a flabby wet guy.” Everyone laughs and comes to life; Poehler sits up. Fifteen minutes later, they’ve roughed out a TV commercial–one step closer to showtime.

“We’re pretty serious,” Walsh tells me later. Walsh, from a Catholic family in the suburbs of Chicago, he thought he would become a priest. Ultimately, he worked for three years in a psych ward before pursuing comedy professionally. With curly, slightly balding hair, he looks like he belongs in a police lineup with John McEnroe and Art Garfunkel. He’s the group’s diplomat. “Sometimes that’s to our discredit–Jesus Christ, we’re doing comedy! We should be enjoying it.”

What the UCB does enjoy is having a new idea to play with, to banter over, to bat around like four cats with a captive mouse. When they are informed that Tuesday is pizza day, they pepper their assistant Josh with questions ranging from “Could we designate one Pizza Day liaison?” to “If I bought a really good calendar, would it have Pizza Day on it?”

Next on the agenda: brainstorming for a low-level celebrity who can make a cameo appearance on the show. But all pretenses of working disappear when they realize that having a journalist–me–observe them for a week means that they can switch back and forth willy-nilly from speaking on the record to off the record. “Every time we speak,” Poehler suggests, “we should have rhythmic gymnasts running in and saying ‘off the record’ or ‘on the record,’ waving streamers around.”

Soon they have instructed Josh to make up individual two-sided cards for each of them, designating whether they are off or on. Without batting an eye, Josh complies; minutes later, the cards are tacked onto the cardboard. Arbitrarily, Poehler takes herself off the record immediately, meaning that I can’t ethically tell you that she said “My dad’s sending me all these Viagra jokes” and “I’m a crazy mailman!”

Roberts comes back from the bathroom and informs us, “I just walked in on two people naked in the men’s room.”

Poehler nods. “That’s because it’s Pizza Day.”

Joe Ventura joins the meeting and tells Besser that he thought his recurring character of Adair was supposed to be gay.

BESSER: You’re projecting. I like buttfucking–men, women, it doesn’t matter.

(Ventura flips Besser’s card.)

ROBERTS: Too late! You’ve got to anticipate!

BESSER: Fuck that! It’s on the record!

POEHLER: (changing the subject) We need a D-list celebrity.

BESSER: Janeane Garofalo?

POEHLER: She’s not D-list!

ROBERTS: I’d like to point out that they’re both off the record.

BESSER: Fuck that! Janeane Garofalo!

ME: Is that on the record?

BESSER: Hell yes! I’m always on the record.

(I flip Besser’s card.)

POEHLER: (worried) She’s a friend.

ME: I’m sorry, I can’t hear you. You’re off the record.

(Poehler mimes frantic speech.)

If you really want to write binary code for a living, you move to Silicon Valley. If you really want to be a porn star, you move to Los Angeles. And if you really want to do improvisational comedy, you move to Chicago. The city has a reputation built on the Second City troupe, which produced alumni like John Belushi, Bill Murray, Dan, and John Candy. So around 1990, Besser moved from Denver to Chicago, Roberts moved from Milwaukee to Chicago, and Walsh headed into town from the Chicago suburbs. Second City proved to be a hidebound institution, so they attached themselves to smaller organizations, like the Annoyance Theater and the ImprovOlympic, run by Del Close, a founder of Second City. Besser and Walsh were introduced to each other by Andy Dick (now of Newsradio) and not too long after, they formed a comedy group with three other friends, called Cerebral Strip Mine.

They dreamed of movie deals and starring on Saturday Night Live; the reality was jobs as substitute teachers and delivering singing telegrams. Roberts joined a year later, and the group changed its name to the Upright Citizens Brigade. Then in ’93 Poehler moved from Boston to Chicago, with the same geographical motivations as the other three. She took an improv class taught by Besser; they started dating, in a relationship that lasts to this day. Recognizing that a funny, talented woman is a major asset, the UCB admitted her, making the group a quintet.

They performed both improv and scripted shows, like The Real, Real World (a parody of the MTV show, with the ghost of Anne Frank periodically appearing and urging the bickering housemates to love each other) and Thunderball (a theater piece about a mutated version of baseball, with three balls in constant motion, tackling, and packs of dogs roaming the field.) After one Thunderball show, they led the audience to Wrigley Field for a candlelight vigil and fake riot, which meant that the night ended with the UCB attempting to explain their principles of comedy to the Chicago police department.

If you secretly hope that the UCB spent their spare time engaging in elaborate pranks, then I am happy to inform you that your wish is granted. When Pepsi sponsored an outdoor concert at Chicago’s Navy Pier, three UCB members showed up wearing Pepsi t-shirts and pretending to be Pepsi promotion employees, bluffed their way onstage to give away raffle prizes. Two other UCB members, posing as locked-out workers in the crowd, started chanting “No Pepsi, no scabs!” Then the confrontation got surreal: Besser, one of Pepsi imposters, tried to get the protesters interested in winning the VCR, making them chug Pepsi and push two-liter bottles with their noses as the dumbfounded crowd watched. But when they started to rile up the crowd again, Besser pushed them off the stage, snapping “Those people don’t deserve to drink Pepsi, if you ask me!” The local police detained the UCB members posing as agitators and deferring to corporate authority, asked the UCB members posing as Pepsi staff what they should do with them. Besser pondered for a moment before saying, “Oh, let them go.”

Before Ted Kacyznski was apprehended, Besser dressed up like the FBI sketch of the Unabomber–mustache, aviator sunglasses, curly hair, hooded sweatshirt–and went to a Chicago post office to mail a package. He got a few double-takes from other patrons, but the clerk blithely took his money–and his airmail parcel.

In 1993, their fifth member Adam McKay was offered a job as a writer at Saturday Night Live; he accepted it and left the group, and is now one of the show’s head writers. The following year, the remaining four moved to New York, because that’s one of the two cities you move to if you really want to do a television show. They had a pact: nobody would do work that interfered with the UCB. So although they’ve appeared in commercials and all done small parts on Conan O’Brien, Besser abandoned his standup career and Poehler turned down a holding contract with Fox TV. “I don’t care how successful I would be by myself,” says Poehler, “if UCB went on and was successful and I wasn’t with them, it would be the most devastating thing to me.”

So the UCB pestered people on the street to come to their shows. They started teaching improv classes to make a little extra money, and to try to build a community of improv performers and lovers. They still teach those classes, and they still do a free improv show every Sunday night, sometimes with celebrity guests like Andy Richter sitting in. “They’re terrifyingly good, sharp, well-oiled,” Richter tells me. “Frankly, it’s intimidating to get up there with them.” Why does the UCB get so much work on Conan? “You get tired of trying to cut a bit you’ve worked on, auditioning twenty-five people, not one of whom bring a thing except what’s already there. It’s better to say, oh, just call Walsh. But I wasn’t the first one to recommend them to the show.” He pauses, and laughs. “I didn’t do a fucking thing for them.”

The UCB also got some work with Comedy Central, on a project called Escape From a Wonderful Life. Capra’s Christmas classic had passed into public domain before control was regained by Republic Pictures by asserting copyright over the story and the music. So, Comedy Central reasoned, you could legally use the film’s images with different voices and music to tell a different story: George Bailey’s efforts to go star in a different movie, maybe a Western or a gangster picture. Unfortunately, with the Paramount-Viacom merger, Republic and Comedy Central were part of the same corporate family and the completed project was never allowed to be broadcast.

They spent some of their free time making a short documentary-style film, called The Little Donny Foundation. The central character was delicately described by The New York Times as “a boy tragically unaware of a physical deformity.” In other words, he has a foot-long penis hanging out of his shorts and doesn’t know it. Filled with perfectly deadpan testimonials from Little Donny’s friends and family, it’s the funniest UCB project you’ll never see–until the day when television is allowed to show a little boy with an exposed penis that accounts for 13% of his body weight. The film concludes with a “We Are the World”-style song by Little Donny Aid. The song’s video has a montage of New Yorkers of all walks of life, newsstand owners to grandmothers, cheerfully singing along to the chorus, “enormous penis.” How did the UCB get them to do that? By telling them that it was for a Planter’s commercial, and they wanted them to sing “enormous peanuts.” The movie makes a final plea: “Please, let Little Donny’s penis touch you like it’s touched so many others.”

Two years ago, the UCB had some good news: the Fox network wanted them to make a pilot. The bad news: Fox then didn’t pick it up. Last year, some more good news: Kent Alterman, the Comedy Central executive who hired them for the Wonderful Life project, wanted them to do another pilot. Even better news: after the UCB won an award at the ’98 US Comedy Arts Festival in Aspen as best alternative or sketch act, Comedy Central picked up the show for ten episodes. Best news of all: the network has given the UCB its choicest time slot: Wednesdays, right after South Park. Alterman predicts, “The UCB will either be a big success or a total failure, with nothing in between.”

Comedy Central wants the UCB to do a group interview with a reporter from the little-known magazine Satellite TV Week, so the UCB, being a cooperative bunch, do. At first, gathered around a speakerphone, they try to be straightforward, explaining that they will be doing sketch comedy, not improv. But then the reporter asks what makes them different from other comedy groups. The UCB have many answers to this question: they hope their show will be set apart by its framework, something sketch hasn’t had since SCTV. All of the sketches are provoked by the ultra-powerful, ultra-secret Upright Citizens Brigade, and they end up colliding in suprising ways. Or maybe it’ll be the inclusion of pranks, when they take characters from the show and see how people react to them in the real world. Or maybe it’s just that they’ve known each other for years and have developed their own perverse, chaotic brand of humor; many other shows are just-add-water ensembles that soon dehydrate again. The bottom line is that as much as they believe in themselves, they don’t know how TV audiences will react.

All that’s a little much for the readership of Satellite TV Week, so the UCB say that what sets them apart is that they get their audience stoned. (This is actually true–at one memorable “Hootenanny and the Fun Bunch” show, the UCB passed out joints to the audience.) This opens the Pandora’s Box of UCB suggestions on how to get high.

ROBERTS: Mr. Clean on a handkerchief will do it, or Sterno, or Aqua Net.

WALSH: Also, if you boil the cores of ten heads of iceberg lettuce, and then let them dry out for a couple of days, that’ll get you high. Plus, it lowers your blood pressure.

ROBERTS: Or you can put two indelible markers under your nose while you clean the house. I think it’s worth getting this information to your readers. I hope you’re not getting the impression that we’re obsessed with getting high, because nothing could be further from the truth. Although you can ingest your own hair and get a pretty wicked buzz.

The reporter valiantly plows ahead, trying to fend off suggestions of poppy tea and oxygen deprivation. Walsh, trying to explain how UCB scenes overlap and merge, says it’s “a la the intertwining plots of Seinfeld, or Pulp Fiction, or Robert Altman’s films.” Finally, the reporter wraps up the phone call by asking if there’s anything else she should have asked.

As a matter of fact, there is. “You haven’t asked us how you can keep getting high off one hit of acid,” Roberts tells her. “And the answer is: Drink your urine.”

On a hot Thursday night in New York City, two beloved comedy institutions are coming to an end. One is Seinfeld, and the other is the Upright Citizens Brigade’s five-month run of their show Saigon Suicide Squad. Besser is in two places at once: in the theater on 18th Street, and on NBC, where he appears in an Intel ad during the broadcast. The Saigon Suicide Squad show mercilessly mocks over-earnest efforts to eradicate prejudice, as with its “Apology to the Jews” segment. It never stays on course for long, with interruptions from UCB members disguised as audience plants, or as members of the Hong Kong Danger Duo, an inept stunt troupe intent on performing.

Standing in the aisle, wearing her Hong Kong Danger Duo costume, Poehler shouts, “Confucius say, ‘Opinion is like apple, everybody has two.'” While the audience ponders this nonsense, she punctuates her point by throwing two apples at Walsh, onstage.

“What the hell kind of accent is that?” Walsh demands.

“It’s a Hong Kong Danger Duo dialect.”

“You’re not from Hong Kong,” Walsh points out.

“Yes,” Poehler insists. “I from Hong Kong, Connecticut. It’s far east Connecticut. We have many silks and spices. It’s number-one danger capital in world.”

Walsh tries to reason with her. “Look, your portrayal of Asian culture is offensive.”

You offensive!” Poehler cries. “You number-one racist!” She appeals to the audience: “Just because I no do his laundry or build him railroad, he thinks I no from Hong Kong?”

While the crowd tries to bend their brains around that one, the show careens along, with the UCB doing the work of a dozen performers, employing many wigs and costumes. They’re loose tonight, ad-libbing some lines, taunting people sitting in the front tow. This isn’t a blackout variety show, it’s the bastard child of Lenny Bruce and David Lynch. While Seinfeld is ending, something new is beginning. After an hour, the stage is covered with water, a half-chewed cheeseburger, a broken bottle, fake blood, and fake urine.

While the audience applauds, Poehler comes out, still in costume. “I usually do the outro in my Hong Kong Danger Duo character,” she apologizes, “but she turns Italian halfway through. Thank you very much for coming to the last Saigon Suicide Squad show.”

Walsh pokes his head out from backstage. He’s got something to say, something defiant, a manifesto of the next generation of television comedy: “Fuck Seinfeld!

I am present when the UCB make a final effort to define their philosophy. Writer Joe Ventura has just received a phone call from the Comedy Central executive in charge of standards and practices. Ventura is trying to convey the gist of the conversation to the members of the UCB. “Here’s the problem,” he tells them. “You can’t say ‘asshole.’ ‘Asswipe’ is okay.”

“They say ‘asshole’ on NYPD Blue all the time,” Roberts reasonably objects.

Ventura’s not sure about this inconsistency. “I think that’s their thing,” he offers.

Besser ponders, and finds a solution. “Well, maybe saying ‘cuntie’ is our thing.”

Article by Gavin Edwards. Originally published (in a slightly different version, and with the title “The Merry Pranksters”) in the September 1998 issue of Details.