There was the time when River Phoenix, tweaked out of his mind, bounded onstage during a show and began ranting. Or that night a pair of curious hookers walked into the group’s old Oxford Playhouse to ask what the Groundlings did, and signed up for improv classes. Then there was the way actor Casey Sanders hunted rats with a cowboy boot in hand, and the night Phil Hartman, whose friends had bought out the house for his birthday, started clowning around onstage — before a Groundling, peeking from the sidelines, saw a natural talent and talked Hartman into joining the company.

And there was the intentional comedy — 30 years of funny, sometimes bittersweet improv, monologues and scripted shows. Some of the offstage moments were more bitter than sweet — like the endless money crises, fratricidal fights among the board of directors, and the time founder Gary Austin was invited to move to New York to work for a new TV show that was to be called Saturday Night Live, but turned down the job because it meant deserting the company he had just created.

Three decades is a long life for a theater company, especially in a town that is not supposed to have a history or a theater. Yet next week, when the Groundlings stick 30 candles into their own birthday cake, they will celebrate not only their longevity but the changes they brought to the way comedy is taught and, more deeply, how they changed our understanding of what is funny.

Improv was born in the “theater games” first developed by Viola Spolin and expanded upon by Chicago’s Compass Players and, later, the Second City improv company. Before the appearance of the Groundlings, improv remained the lonely stepchild of standup, and comedians were often writers who eventually found themselves thrown onstage. Today it is often standups who have learned to become the shrewdest comedy writers, and improv is a fundamental principle of humor that is taught in colleges. The company’s gospel has extended far beyond a 99-seat theater on Melrose Avenue, because, before many performers were young Saturday Night Live players, they were younger Groundlings.

The company was officially Austin’s baby but in a sense was also the offspring of the insurgent 1960s, whose satirical spirit bred a smart, new kind of topical comedy embodied by Lenny Bruce, Dick Gregory, Nichols and May, and, a little later, by California groups like the Committee, Congress of Wonders, Credibility Gap and Firesign Theater. Born in Oklahoma, Austin mostly grew up in Texas oil camps, the son of a Halliburton employee whose family belonged to the evangelical Church of the Nazarene. The Austins would move to Whittier, California, where Gary remembers eating Nixon Burgers at a diner run by the then–vice president’s brother. In 1960, Gary fled what he calls his “red-necked, right-wing environment” by enrolling in San Francisco State College’s theater department.

After graduation and three years of being a social worker in Watts while knocking about L.A.’s comedy clubs at night, Austin landed a spot with the Committee’s local lineup at the Tiffany Theater. He eventually joined the group’s flagship company in San Francisco. When the Committee folded in 1972, Austin found himself back in L.A., often standing in an unemployment line with Penny Marshall, then wife of ex–Committee member Rob Reiner. One day, Austin got to the head of the line and learned he’d run out of his weekly $75 checks. It was time, Austin realized, to get serious and take desperate, heretofore unthinkable measures. It was time to teach acting.

Austin begged for some favors and, with four days to prepare his first class, secured rental space at the Cellar Theater, on Vermont near First Street. With the help of folk musician and future TV producer Tracy Newman, and MGM casting director Fred Roos, Austin’s first night’s class drew 21 students, including veteran comic Stanley Myron Handelman, and would soon number Tracy’s 20-year-old sister, Laraine.

“I’ve never taught,” Austin told his debut class. “I don’t know if I can teach. Tonight’s class is free, and if you come back it’s $25 a month.” The Gary Austin Workshop was off and running.

From the workshops sprang full-blown sketch shows that were soon being staged in Austin’s new space at Oxford Avenue and Santa Monica Boulevard, later home to the L.A. Actors Theater, and currently to the Met Theater. In 1974, Austin persuaded a group of confidants to launch a new company that would combine his classes with regular productions. The group decided the new company should be a nonprofit (to enable it to solicit donations) and christened it the Working Class — which, almost immediately afterward, was changed to the Groundlings when Austin came across Hamlet’s speech about “the groundlings, who for the most part are capable of nothing but inexplicable dumb shows and noise.”



“The workshop is the main source of all the projects,” proclaimed Austin’s 1974 Groundlings manifesto, whose balloony, ’70s logo was designed by Phil Hartman, then a graphics artist. Over the years the Groundlings would produce many stars, including Hartman, Laraine Newman, Paul Reubens, Cassandra “Elvira” Peterson, Will Ferrell, Chris Kattan, Lisa Kudrow, Kathy Griffin, Pat Morita and performance artist Bob Flanagan, making it difficult to remember that it has never existed to be a celebrity-making showcase.

“It was always about the work — the shows were the result of that work, never the other way around,” says Austin, who makes a point of saying he has always taught acting, not comedy — which is why, to this day, the Groundlings call themselves a theater company and not a comedy group. Perhaps this is also why, as a theater company, the Groundlings developed a deeper appreciation of physical stagecraft than would the kind of comedy group that sees a stage as merely a platform from which to tell jokes.

“I think,” says Laraine Newman, “Second City and other places looked down on us because we used props. But learning how to handle props and to hit your marks prepared me for SNL. Technique-wise, no other small theater company could ever prepare you as well for a high-stakes television show.”

Julia Sweeney, who spent five years at the Groundlings before moving on to Saturday Night Live in 1990, credits the company with bursting her illusions about Hollywood.

“The best thing the Groundlings gave me was a realistic view of how show business worked,” Sweeney says. “It wasn’t about just becoming a star — a lot of people end up being writers on sitcoms or do voice-overs.”

Also, unlike most other improv groups or academic courses, which might study situational humor, sight gags or physical comedy, the Groundlings have always asked the students to look within themselves to discover the comedy of a given moment.

“The difference,” says Groundlings alumnus Phil LaMarr, “between the Groundlings and other sketch groups like Second City is a greater emphasis on character and creating scenes based on the characters you create. Most people think the biggest problem in improv is thinking of what to say, but it isn’t — you find you have too much to say. The trick is narrowing down what you’re saying to one response that seems natural.”

Today, prospective Groundlings must audition for a spot in the classes, which cover beginning and intermediate improv, writing, and advanced writing. Students from the advanced class can hope to be drafted into the company’s second-string Sunday shows, and from there into the main company.

In the early days (before the two hookers enrolled), the structure was much looser and there were no auditions — whoever had the money got into the workshops, although only the best material made it into the shows. The company also provided its members with a kind of total-family experience that one usually encounters in histories of the Group Theater or the Factory.

In 1972, Tom Maxwell was a USC film student from North Carolina who’d spotted a flier advertising Austin’s workshop. Carless, he attended a show because he could reach the Cellar by bus.

“I was hooked right away,” he says. Soon Maxwell became a Groundling.

“I’d liked what I’d seen of improv up to that time. I liked the idea of people working together — I’d tried standup in New York and could see how bitter the guys and ladies who did it became after two years.”

Maxwell was also impressed by the role music played at the Groundlings, which has always had a small house combo providing music and sound effects.

“Gary had a theory that you shouldn’t have a combination of darkness and silence,” Maxwell says. “He believed music reassured the audience that everything was all right during scene changes — the lights are out, but the show hasn’t stopped. Then it was lights up, center stage —”

The Groundlings drew not only on its members’ creative talents but also on a collectivist spirit that demanded total personal commitment and communal democracy.

“When I walked into that first class, it was as if I finally found a place I was comfortable in my life,” Maxwell says. “My Los Angeles was the Groundlings — I totally threw myself into it. My girlfriend was there, it was a very intense experience.”

Even by 1975, the Groundlings needed a bigger theater than the Oxford and the group’s various satellite venues. One day, after several months of searching, Austin was driving down Melrose Avenue, then a commercial backwater, and spotted a massage parlor with a For Rent sign on it — along with a splotch of red paint that some angry neighbor had smeared on its door. The landlord, eager to be rid of his present tenants, gave Austin a tour.


“There was no wall dividing what is now the lobby from the theater,” he recalls. “Just a big room with long wires stretching from wall to wall. There were sheets hung from the wires to form compartments. Inside were stained, twin mattresses with no bedding.”

With a $20,000 interest-free loan from the Newmans’ mother, Margie, the Groundlings made the move to Melrose, even though they had to wait until it was completely theirs — a Scientology group still had a few years’ lease time left on the part of the building in which the church manufactured its “e-meters.”

“We built that theater with our own hands,” Austin says. “The city said we could have workshops but couldn’t bring in the public — it took four years to get all the permits.”

“We had no air conditioning for the first few years,” Maxwell remembers of the new space. “We’d have to keep the theater as dark as possible during summer and keep pouring ice into the swamp cooler. The first act of the very first show we did went really well. But at intermission we saw only one person didn’t get up — an elderly woman who’d had a heart attack. It may have been really hot that night.”

Long before that first Melrose Avenue show, members of the Groundlings were being marked for bigger things, notably for Saturday Night Live, whose first cast was assembled in 1975 by producer Lorne Michaels.

“Lorne told me he was going to ask Laraine to join his show,” Austin recalls. “‘Don’t worry, she’ll be a huge star someday,’ he said. We met to tell her by the pool of the Chateau Marmont, and Laraine got so excited because Dudley Moore happened to be there. Years later, I’m driving down Sunset, and I see this huge billboard that actually hangs over the Marmont’s pool — and it’s an ad for a movie with Dudley Moore and Laraine Newman.”

Although the company’s camaraderie still held, a tension began to be felt as Saturday Night Live became a hit and Michaels began drafting more Groundlings.

“People would want desperately to be selected by SNL — it rescued you from being a waiter,” Maxwell says.

“During the ’90s,” says Deanna Oliver, who would lead the company after Maxwell, “it had a showcase feel, like I’m here to get out.”


“There were conflicts,” Austin recalls. “Little wars began to develop between me and others. I had a drinking problem — without the problem, I probably could have handled it a little better.”

By 1979, however, Austin found himself constantly at war with the Groundlings’ board of directors, actors whom he accuses of blowing movie and TV deals with Cheech and Chong, Merv Griffin and others. Austin’s voice becomes animated as he relives the time when, he says, the board denied his request to rent space at the Melrose venue to teach private classes.

“There came a point,” he recalls, “where there was a 50-50 division within the board. I became miserable and decided to leave. It was one of the most difficult times of my life. For years afterward, I didn’t talk to anyone there — I couldn’t even visit the neighborhood.”

For the next 10 years, Maxwell headed the Groundlings, until, at 40, he realized he wanted to make some money, and moved on to become a TV producer of Just Shoot Me and Dream On. During his tenure, the company took on much of the shape that it has today.

“It was a company run by the inmates,” says a former Groundling insider who wishes to remain anonymous. “[Maxwell] tried to run the best show possible, but sometimes the material wasn’t where it should be. It was time for him to move on.”


Although the company’s personality subtly changes with the addition and departure of individual cast members, a Groundlings show is usually a display of gentle, apolitical pokes at human nature. A typical sketch focuses on the “put-upon” American — a sane, agreeable and tolerant person who finds himself in an increasingly nutty and disagreeable situation. If audience members find these characters familiar, it’s because they are the audience members, for at heart most of us prefer to feel we’re the aggrieved target of neurotic friends, strangers and family members.

Julia Sweeney’s Mea Culpa character, the timid and guilt-ridden office drudge she created in the late ’80s with Stephen Hibbert, is a soaring example of a Groundlings heroine besieged by a selfish world. Still, it would be untrue to say that Groundlings stages are overpopulated by victims, as evidenced by Chris Kattan’s early spastic sketch characters or John Crane’s obnoxious, horndog alter ego, Choppy, with his deafening boom box and leg-humping extroversion.


Nevertheless, although Austin claims the company’s tone was more political under his directorship, the Groundlings seem to almost never acknowledge the social stresses that might be tearing at the world at any given moment, possibly because, like nearly every L.A. theater company, they do not reflect the city’s ethnic mix.

“It’s the nature of improv,” says LaMarr, an African-American who later starred on Mad TV. “It’s a suburban art form, a white-male art form. The foundation of improv was the performance games developed by Viola Spolin [when she worked] with inner-city children. But it moved further away from this urban foundation, so that by the 1950s, improv became a bunch of white guys in suits. If black men are funny, they’re pushed toward standup comedy.”

Karen Maruyama, a Groundlings veteran, knows the double whammy facing minority women in comedy. She says she found herself being nudged into an Asian niche when she first joined the group.

“I felt I’d better do Asian characters,” she recalls. “But in time I became more aggressive. One problem in comedy is that many women take writing classes but write themselves into marginal roles.”

LaMarr worked at Chicago’s Second City before joining the Groundlings in the 1990s — “the only black guy in the program, not just the class.”

“There would be no people of color at auditions,” says Deanna Oliver, who remembers an awkward incident when the company did some stage renovations and put up brown paneling — only to have LaMarr discover he all but vanished against it.

A whole range of sketch opportunities, LaMarr says, opened up for him simply when a black female member finally appeared in the company. Still, he credits the Groundlings with providing a supportive environment for women.

“In Chicago, women were secondary,” he says. “It was always, ‘Well, we’ll need somebody to play the girlfriend.’”

“It’s a boys’ club,” Maruyama says of comedy in general. “You have to dare to try things. I spent years [in Hollywood] auditioning for Vietnamese-hooker parts, and I can now say, ‘No, I was born here, you ain’t gonna get that from me!’”


Cheryl Hines was working as a bartender at what was then the Intercontinental Hotel when the O.J. Simpson jury was sequestered there in 1995.

“I was a terrible employee,” she remembers. “I was very chatty, and it wasn’t the busiest bar — I’d have a two-hour conversation with the only customer.” Even by the mid-1990s, the Groundlings were virtually unknown outside of the comedy business. The name certainly didn’t ring a bell with Hines, who’d moved from Tallahassee to L.A. after studying television and theater at the University of Central Florida.

“I met one of Phil Hartman’s sisters while working at the hotel,” Hines says, “and she said I should see a Groundlings show.”

Hines was impressed by what she saw and auditioned for the workshops, breaking into the company in the late 1990s. In 2000, she landed the role of Larry David’s long-suffering wife in his acclaimed HBO sitcom, Curb Your Enthusiasm. Although the director of the show’s pilot saw her perform at an ACME Theater showcase, Hines’ material that night was all taken from her Groundlings work.

Like many who had come before her, Hines credited the Groundlings with giving her the necessary stage skills to make it in the big time.

“The Groundlings changed my life,” she says. “I learned more [there] than anywhere else. The Groundlings really encouraged you to find out what’s funny about you.”

When she got her break, Hines had become only the latest in a long line of funny actors — funny theater actors — to hit television after making 99 people laugh a few nights a week on Melrose Avenue. Today the Groundlings company, like many of its alumni, is thriving, thanks to its classes, high show attendance and to a marketing program that sends the company to do corporate shows at conventions and conferences.

“There’s nothing like watching people do what they’ve always wanted to do with their lives and get laughs for it,” Maxwell says, looking back at the years he gave the company, years when darkness never shared the stage with silence. “It was more fun with air conditioning, though.”


GROUNDLINGS 30th-ANNIVERSARY GALA | At the Henry Fonda Music Box Theater, 6126 Hollywood Blvd. | Tuesday, October 5; doors open 6 p.m., show begins 8:45 p.m. | (818) 817-2310

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