Los Angeles Times Magazine, April 10, 2005

By James Verini

Actors abound in Los Angeles, of course, but there are actors and then there are actors, and then there are improvisational actors like Nat Faxon, Jim Rash and Hugh Davidson, who jump around on a creaky stage, faking voices and limps and tearing off and throwing on preposterous costumes and wigs and handlebar mustaches, for close to four hours a night.

Here they sit well after midnight around a back table in the Formosa, a dim lounge on Santa Monica Boulevard, rehashing with relish and regret their freshly applauded Friday night performance. Davidson, a lithe and intense-eyed Texan, and Faxon, a sturdy man with a trace of Boston in his baritone, had just spontaneously created half a dozen characters before a full house.

Together the men played carpooling manicurists who bicker about a new shade of polish. Faxon also invented a young man who takes a blind date to the Greyhound station (the right choice, it turns out, for a gal amphetamine addict) and a sports commentator who vividly describes the rolled-up sweaters and tankinis during an imagined game of Abercromball. In his best turn, Davidson conducted a Draconian job interview for the position of spell-checker for M&M candies. And Rash, also intense-eyed behind black-framed glasses, inhabited an abusive roommate obsessed with recycling.

These improvs, as they’re called, were devised entirely onstage, spun out almost ex nihilo from a few yelled suggestions from the audience (They’re in a car! They’re on date!). It takes a special kind of actor to master this spinoff of the interstitial acts that were embraced in Italy and then flourished on European stages in the 16th to 18th centuries as commedia dell’arte or Comedie Italienne. Improv in general, and the 30-year-old L.A.-based Groundlings organization in particular, rejects anyone unwilling–uncompelled–to look asinine as often as possible.

Improv requires indefatigable synapses and canny retention of cultural ephemera. If you subscribe to the belief that acting means “being in the moment,” as most actors do, then good improvisational comedians are actors, but more so. All they have is the moment. There is no script.

The laughter that a good improv elicits in an audience is not like the hollow laughter of recognition heard at a stand-up club, or the white noise at the TV studios in Burbank. It is involuntary, collective, gut-turning. It is the laughter of astonishment.

Along with a handful of other schools, including Chicago’s Second City and ImprovOlympic and New York’s Upright Citizens Brigade, the Groundlings trains improvisers to create that laughter. Of the 300 to 400 new students who take classes there every six weeks, perhaps one or two will rise to the level of the 30-member main company that includes Faxon et al., who, by the way, earn nothing for roughly 18 hours of work each week during rehearsals and performances.

Despite its nonprofit status, the Groundlings is big business, a precursor to roles in sitcoms and movies and, not infrequently, to stardom. It is a proven springboard to the Valhalla of sketch comedy, “Saturday Night Live.” Will Ferrell, one of the show’s most successful products in a decade, was a Groundling. (So were current SNL cast members Will Forte, Maya Rudolph and Chris Parnell.) Lisa Kudrow of “Friends,” Cheryl Hines of “Curb Your Enthusiasm,” Michael McDonald of “Mad TV,” and Jennifer Coolidge of myriad Christopher Guest films and “Joey” are alums, as are the writers of almost every good comedy on television. Conan O’Brien studied with the troupe, but he never made it into the main company.

A future in running a talent factory looked dim 30 years ago when Gary Austin, a broke former social worker and veteran of a San Francisco politically minded improv group, The Committee, came to Los Angeles with the idea of forming a theater company. He lived out of his car for a time as he sank his savings into converting a dilapidated brick building–a former massage parlor near the corner of Melrose and Poinsettia–into a theater, developed a curriculum and began offering classes.

The name Groundlings, a reference in “Hamlet” to the Renaissance theatergoers who stood on the dirt floor in front of the stage, fit the company’s mission, connoting a commitment to good theater but also a certain noble pennilessness. Around the time Austin and three decades’ worth of Groundlings celebrated the troupe’s 30th anniversary with red-carpet hoopla last fall, Faxon and friends probably needed the drinks in their hands at the Formosa. The main company had been writing, rehearsing and putting on two scripted performances each weekend while also doing three improv shows. Auditions or roles on TV beckoned; Faxon and Rash had written a sitcom and were pitching it to the networks.

But it takes more than a few beers to get these guys through the day. An open secret among the Groundlings is that their line of work mimics the cycle of drug addiction, with all the zeniths and nadirs, the self-realizations and inevitable withdrawal. For Rash, Faxon and Davidson, 33, 29 and 36, respectively, the high is still frequent and good.

Imagine all of the funniest things you and your funniest friends have ever said, and imagine them all being casually said in one night. That’s what it’s like to watch a rehearsal for the Groundlings’ weekend show. Into this comic think-tank the members trundle a folder of scripted sketches. Some are immediately brilliant, others will be brilliant with work, others are merely very funny. The actors read cold for the director, usually an alumnus, who decides what makes it onto the theater’s dull gray stage and what gets cut. Dozens of characters appear: drunk grandmothers, sailors, 16th century fops, high-school wrestling coaches. The impulse to burst into song is strong.

The Groundlings are drawn to improvisation not because it offers formal polish to their broader training, but rather because it offers the reverse: whimsy, freedom, a chance to deflate the grandeur of the stage and mock the pretensions of all the Adler-trained, Meisner-quoting want-to-be thespians out there. Groundlings commonly flay the very act of acting on stage, having often come to the theater already burned out on Ibsen and Stephen Sondheim, if they ever liked them to begin with.

“Plays are awful,” Davidson says. “I like less than 1% of plays. It blows my mind that someone’s attracted to the idea of doing a play for three months or four months. I just can’t conceive of that being interesting.”

When a Groundlings show goes up, costumes and props help flesh out characters, and in both shows and rehearsals the performers tap their training in the fundamentals.

There is the cardinal rule of observance that is usually referred to as “listening,” which means paying meticulous attention to everything your scene partners do and say. Scripted comedy no less than improvisation relies on the timing of reactions, which in turn relies on listening. (Company member Jordan Black: “If you don’t listen, your scene is in the toilet.”)

There is the dictum of “always adding information,” advancing the scene, filling out its context, deepening the relationships of the characters with every word. Nothing scares an improviser like a stagnant scene.

But one of the first things the instructors, who are all former or current cast members, drill into every aspiring Groundling is the importance of detailed “spacework,” wherein actors use only body movement–a cock of the head, a flourish of the hand–to achieve a laugh. Facial contortions also are essential, and Faxon excels at them. Screwing his mouth and brow, he can execute several dozen finely calibrated settings for bewilderment and contempt. This gift, as well as his mop-topped everyman look (summon the image of a retired semiprofessional athlete or perhaps a beer distributor), gets Faxon a lot of commercial work, from Raisin Bran cereal to Nicorette gum.

He grew up in a Boston suburb and participated in school productions as a child, and, he says, always hammed it up on stage. At Hamilton College in rural New York he founded a sketch and improv troupe; during an exchange program in Los Angeles, he discovered the Groundlings. By the time he moved West after graduation he was already halfway through the curriculum.

Faxon is best when playing in the range between baffled guy and daft heel, and Rash gravitates toward characters with obsessive passions and paranoias. Offstage, in casual conversation, his mind spins off into subjunctive scenarios. Rash attended the University of North Carolina at Chapel Hill in his home state and landed his first TV appearance on the sitcom “Cybill” nearly 10 years ago.

At a rehearsal last fall, Faxon and Rash put up a sketch titled “No Strings Attached,” in which they played two gleeful puppeteers. Mid-act, the puppets took on lives of their own, fondling audience members who had volunteered to take the stage and making obscene gestures. The joke was simple, not to mention puerile, but its simplicity hid an innate understanding of what makes ordinary people laugh. It’s an understanding that Rash and Faxon, perhaps most among the current company, possess. They gave their preposterous characters distinct patterns of speech, drawing them out ad nauseam. Henri Bergson’s “Laughter: An Essay on the Meaning of the Comic” says that watching people act like machines, or machines act like people, is inherently funny. The Groundlings knew this intuitively.

In another sketch, “In Tow,” they played tow-truck drivers, Faxon a mullet-haired vulgarian named Barry and Rash his needling, corn-chip-munching sidekick Semi. They gave a ride to a mortified screenwriting duo whose car had broken down. Barry and Semi regaled them with their absurd ideas for movies, Barry in an idiotic drawl, Semi in an effeminate whine. The only props onstage were four chairs in vehicle-seating formation and a disembodied steering wheel. But between Faxon’s satiric way of leaning over the wheel and Rash’s reptilian slouch, the image of a cramped, musty truck cab came across hilariously.

Rash is probably the most wildly imaginative writer in the company. His sketches take repetition, the upholstery of comedy, to an almost existential place. One that didn’t make it into the fall show, “Fate,” consisted of Rash moving continually through the stage doors, in a kind of balletic time-warp, running over and over into ex-girlfriends as his life is compressed into a few minutes. One that did make it in was “Calvin Peterson, Petty Thief,” about a family man who can’t resist stealing, ineptly, small change from co-workers and pens from real estate agents, and is damned to a life on the lam. Following each theft, a techno beat pounds through the stage speakers, and Rash, his wife and kids turn to the audience and run in place, their faces masks of agony.

Late into the fall rehearsal, Davidson put up “El Viejo El Mar,” a one-man encapsulation of Ernest Hemingway’s “The Old Man and the Sea.” Davidson delivered it with only a pair of silver aviator sunglasses and a tattered coat, and entirely in Spanish. The sketch was an instant classic. From the first words–“Estoy un actor famoso y gran!”–to the last–“Nada mas que huesos! Nada mas que huesos!”–the company, watching from the theater seats, shook with laughter.

Iit is sketch comedy that gets the groundlings noticed, sketch shows that sell out the 99 seats (at $20 a ticket) almost every weekend, and where the name-brand characters originate. But it is the improvisation–its almost narcotic effect on the performer and the audience, the pursuit of its perfection–that lies at the heart of the theater. There is something alchemic, even thaumaturgical, about what takes place on Melrose Avenue on a Wednesday, Thursday or Friday night. The cast members are bound together by a cosa nostra that they can only enact with each other. It is almost impossible to describe in words, not least because the conjuring act itself consists only of words–words that are uttered and just as quickly forgotten, building a world that disappears within no more than two or three minutes. Read a transcript of an improv, even listen to a recording of it, and the magic is lost.

Improvisational comedy is a beguiling anachronism of an art form in that it must be experienced in real time to be appreciated. In 1998, FX aired “Instant Comedy With the Groundlings.” “The single ugliest thing ever visited on the human mind,” Davidson calls it. It wasn’t that bad, but it wasn’t very good, either. Certainly it wasn’t as successful as Drew Carey’s improv show, “Whose Line Is It Anyway?,” which aired on ABC for six seasons before moving to cable. For the Groundlings, it was as though the aboriginal fear of the camera had proven true–their show seemed to have stolen the actors’ souls. The primitive connotations don’t escape them.

“Theater started out, we can assume, with cavemen,” Gary Austin says. “The men going out on the hunt. The women staying in the village. The men coming back with what they had found and telling the story of the hunt. That’s improv. That’s the purest theater.”

The company members find what they do hard to put into words. Certain buzzwords–“impulse,” “in the moment,” “committing”–keep coming up. “I’m not completely comfortable improvising. I have to rely on making choices and getting emotional. I’m just not quick enough. For me it’s all about commitment,” Faxon says. “I’ve seen people who are not good improvisers, but their commitment is so incredibly high that you don’t doubt anything that comes out of their mouth. You’re laughing at them because they’re so earnest. I don’t care what I say, or whether it makes any sense–it’s God at this point.”

Sports, drugs and war are the most common analogies. “When I first saw it, I couldn’t believe it,” says Stephanie Courtney, who was voted into the main company last May. “I couldn’t believe they were making an entire scene from a suggestion. It was better than most written things I’d seen. And then it became like a heroin high. It was like, ‘I will not rest until I experience that level of wonderfulness.’ It’s kind of like a ‘Nam veteran thing.”

But “coming offstage,” she adds, “you always start at zero again.”

Davidson describes it this way: “What makes a great improviser is the ability to turn off that part of your brain that said ‘no.’ It’s a skill, a learned skill.”

Davidson, who had a peripatetic childhood in Texas, has an ineluctable solitary streak. Many of the sketches he writes are for one person–him. In addition to “El Viejo,” he introduced in fall rehearsals “The Comedian,” in which he played an awful stand-up who needles the audience’s pity by dedicating his jokes to sick people. His sketches often have that almost flagellant quality, as though he’s inviting the audience not to laugh. “Usually I don’t care if the audience laughs,” Davidson says with utter sincerity. “I’m serious.”

He typifies a seditious streak that crops up even in a troupe as friendly to commercial interests as the Groundlings. He has an innate suspiciousness, a need to distantly mock grandeur, much like Bill Murray’s. Sadly, though, no one seems terribly eager to discover him. “I hear from casting agents and producers all the time, ‘Why doesn’t Hugh have a show yet?’ ” says Robert Haas, an agent at the Osbrink Agency, who represents Davidson and other Groundlings. “To which I respond, ‘Well, why don’t you give him one?’ ”

The Groundlings have managers, theatrical agents, commercial agents, lawyers. They get plum auditions, and many of them turn down work. They drive good cars. They live, by and large, in very nice apartments and houses in Santa Monica and West Hollywood and Los Feliz. This is the payoff for the years-long winnowing process. In the ’70s, if you were funny and worked hard, you got to be a Groundling. This fact would be laughable to the dozens of aspiring young actors who line up on Melrose every six weeks hoping to get a spot in a class.

Today’s Groundling must complete four levels of class work, and the waiting periods separating the final tiers can stretch to two years. Assuming you pass through the levels, you stand a small chance of being elevated to the Sunday company. Its 10 to 22 members pay $50 in monthly dues and perform weekly for perhaps a year and a half before getting a shot to fill a vacancy in the main company. Of the 300 to 400 performers who will enter the basic level class this month, one or two ultimately may be voted by the existing members into the main company–5 1/2 years and about $3,000 down the road.

The years of training and patience pay big comic dividends. But the process serves another function: It instills humility. “You know how they say car wrecks and near-death experiences bring moments of clarity?” Davidson says. “Groundlings is a nice way to have mini-car wrecks once a week, and expose your psyche to these shock-and-awe moments. The reason it’s as good as it is,” he adds, “is also the reason it’s as harrowing as it is.”

Competition to get sketches into shows and to log stage time is ever-present and occasionally bitter. And company members often vie for the same TV roles. Yet the Groundlings come off as a remarkably tightknit and caring bunch, and they claim they’re always happy when colleagues move on to bigger things.

Perusing the alum list, it is notable how many of them have landed on “Saturday Night Live.” In 2002, Faxon and Rash auditioned for SNL together, along with a dozen other prospects who were told simply to improvise for 15 minutes. They weren’t allowed to present any original material. “It was a disaster,” Faxon says.

There is a prevailing sense on Melrose Avenue that after the deep talent pool and camaraderie of the Groundlings, SNL is somewhat of a disappointment. The show is no longer known for its originality or daring, but for its pop-culture spoofs. Battles among writers and performers are fierce, the atmosphere corporate and cutthroat, and SNL creator Lorne Michaels’ preferences often inscrutable.

The Groundlings experience can be just as frustrating. In 2003, after failing to win a slot in the main company, Liz Feldman wrote a scathing chronicle of her tenure for the newspaper L.A. Innuendo. The piece, titled “Groundlings for Life,” characterized the school as “cult-like” and the company as “mind-molded robots.”

“Improv comedy training is serious business for the deeply insecure,” Feldman wrote. “[The Groundlings] was a kind of comedy church, a makeshift family of frighteningly like-minded ‘funny’ folk, and a little dogma we could all call our own.” (Feldman declined to comment for this story except to say that she regretted writing the piece.)

The more common aspersion cast against the Groundlings is that it’s too Hollywood. Its board of directors includes Paul Young of the production and management firm Principato-Young Entertainment; a vice president of BWR Public Relations; and a William Morris literary agent. The troupe performs exclusively for industry insiders several times a year.

“Casting directors know them all,” says talent agent Haas. “Whenever I go to a show there’s an executive or a casting person next to me. Having Groundlings on your resume is a statement of validity of talent in the acting world. It’s a blessing, but also a detriment. Most comedic guys are very unique looking. And maybe that’s why they gravitate to comedy. They see the world differently from all of us.”

For this reason, and others, every Groundling knows that Melrose Avenue represents more than a steppingstone. “I think about the future when I’ll no longer be in the company, and I dread it,” Jordan Black says. “I know that everything else will pale in comparison.”

The same reluctance to let go is in evidence at the Formosa bar. it’s almost 2 a.m., and Faxon, Rash and Davidson are still nursing drinks and talking about the show.

“What the hell was going on?” Davidson says of an improv sketch, with an uplifted, then furrowed, then uplifted brow.

“I was in the backseat. I couldn’t see what was happening in front,” says Faxon, sighing with resignation.

“You were looking in the rearview mirror,” Rash says to Davidson, “and what were you–

“Daggers,” Faxon says.

“You were ‘shooting daggers’ in the rearview mirror?” Rash says.

“I know. Did I say I was shooting daggers?” Davidson asks. “I don’t know. What the hell was going on in that sketch?”

Last call comes, and the three Groundlings leave the bar together. Faxon and Rash soon start shooting the ABC sitcom “Adopted.” Davidson lands roles on an episode of Fox’s “Arrested Development” and on a police drama pilot. It is a decent bet that one or all of these actors will be famous, or at least rich. But no matter how successful they become, they will, all of them, look back on the Groundlings as the most formative time in their careers. For now they can look onto Hollywood from the perch of the tiny, talent-packed theater on Melrose.