An Upright Citizen's Podcast Demonstrates Improv at its Best

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Matt Besser portraying George Bailey from It's a Wonderful Life

The sign of a good podcast is when it makes the audience want to join in the fun. Improv4humans, the podcast created by Upright Citizens Brigade (UCB) co-founder Matt Besser, is all but guaranteed to make listeners try improv. Besser and his ever-changing cast of longform improvisers—many of whom trained at UCB's theaters in New York and Los Angeles—do the same kinds of "games" they use on the stage, but without an live audience, so they take on a looser, more laid-back feel. They never sound like they're performing for the microphones; it just sounds like they're trying to make each other laugh, and I for one, always wish I could join in.

Improv4humans is only the latest in a long list of Besser's successful experiments, and the result of years of comedy research. Besser and UCB share the same place in the hearts of millennials occupied by '90s sketch shows The State and Mr. Show. The group's show on Comedy Central, Upright Citizens Brigade, was instrumental in introducing the world to the talents of Amy Poehler (Parks and Recreation), Matt Walsh (Veep) and Ian Roberts (Key and Peele). Like the rest of the group, Besser would go on to amass a list of credits miles long, from TV shows he helped create to roles in films like Walk Hard: The Dewey Cox Story.

Being a fan of all of Besser's work, when given the opportunity to interview him in advance of the improv4humans show at SF Sketchfest, I not only wanted to talk about his career but what it's like to work in comedy and improv at large. He did not disappoint.

The Upright Citizens Brigade
The Upright Citizens Brigade

You’ve said that you started your comedy career on a college radio show. Was that at Amherst?

Yeah. It was supposedly a punk rock show, but every show I talked more and more. And as soon as I started to get positive feedback, I was hooked. “People actually think I’m funny? I definitely want to do this then.”


Then I started doing standup during the middle of a big standup boom, so it was a good time for me.

What did you do on the radio show?

Mostly just screwing around. I did do a lot of prank calls—really stupid prank calls. We’d call liquor stores and just do the stupidest prank calls. One thing we did was an ongoing challenge of calling people and seeing how many times you could work the word “anchovy” into the conversation, with it still making sense.

Was that what started you off on pranking people for comedy?

You could say that. I grew up loving when DJs made prank calls and that was something I was always into. I did them as a kid, just like every other kid.

But you weren’t just calling them up and asking if they had Prince Albert in a can.

I did stuff that, looking back at it, was really bad. I’m not gonna even say. But we would really cause trouble. We wouldn’t do what they do today, like SWATing people—sending a SWAT team to people’s homes. But we’d order stuff to their houses that they did not want to come to their house… I’ll say that much.

A lot of your comedy career has involved pranks. You did big pranks with UCB, like the Pepsi incident. Later, you had your MTV show with Redman & Method Man and the amazing show Crossballs. But it seems like in recent years, your prank comedy has tapered off.

[Laughs] Definitely! It takes a lot of intestinal fortitude to prank people and Crossballs was really intense—even more than any of the other stuff I’ve done. It was a show where we debated people who did not know we were being characters, and I always wanted to prank people I thought deserved to be pranked versus just random people like most other shows. I would say about 75 percent of the people we pranked I viewed as “not good people.” Pro-gun rights people, anti-gay marriage advocates...

After we would prank them, they would not be delighted and think it was humorous, like on Punk'd; they'd be mad and want to sue us. And after you have 24 shows with two to four people on each episode... With that many people in the world really angry at you because you pranked them, it's tough to keep doing it, even if you don't like them. [Laughs]

So the legal action takes all the fun out of the show?

Yeah, it literally stopped the show. Just about every fourth guest threatened to sue us, six of them got lawyers and pursued it in some way, and one guy pursued it seriously and his episode never got on. That made Comedy Central go, "Okay, enough of this. The show isn't worth all the trouble it's causing."

Would you do it today if you could?

I don't know if I would, especially now that I have a child, or if I would do it the same way. As I said, I was going up against a lot of people I think of as being almost evil, and I actually don't like prank shows that just prank normal people. It's like, why are you messing with those people? They don't deserve to be messed with.

I like what we did but it was like going to war, in a way, and I just don't feel like going to war. I had people threatening me online, and when you have a kid, you don't want to bring them into that. I don't want to do something that would be less than that either, because that was part of what made it cool. We were debating real issues and topics, but doing it in an absurd way.


Amy Poehler and Matt Besser back in the day
Amy Poehler and Matt Besser back in the day

Was the ASSSSCAT podcast your entrance into the world of podcasting?

Not really, because ASSSSCAT was almost a second thought because we didn't record it well, audio-wise—we didn't have a great way to obtain a quality recording of those shows. We did it in a lazy manner, and once the podcasting fad got to the point where the listeners were demanding higher quality, we just gave up on it. We couldn't do anything about the audio quality without completely redoing the way we did the show. We didn't want to have to strap a lavalier mic on everybody.

I didn't even think about doing a podcast until Scott (Aukerman) asked me. I realized that if I was going to do one, I wanted it to be like ASSSSCAT.

When you started doing improv4humans, were you worried at all that it wouldn't work, especially since you're doing improv without an audience?

Well there's two major things. First, doing improv without an audience is weird, but I guess doing any kind of comedy without an audience is something you have to get used to. It took me and my guests a little while to realize that we don't need an audience. We can tell when things are going well.

And then there was the need to make up for the fact that there wasn't a visual. So there's more narrative description of what's going on and getting used to that, as well as getting used to editing scenes and making clear to the audience that that is what's happening. I think that was both a learning curve for the show and my guests. I would say the first six months were not as strong as it has been since then.

I also learned—though I already knew this lesson, but I try to stick to it more—the more you can have people that work together on the show, the better the show is going to be. It's difficult to book that all the time, but I aim for that as much as possible.

ASSSCAT on stage
ASSSCAT on stage

That leads me to my next question. I was an early fan of the show and I went onto the Earwolf online forums to start a discussion about possible guests for improv4humans. Later as the show went along, you announced on the podcast that just because people we making suggestions on that list doesn't mean you were going to have them on.

Well there's different kinds of suggestions. Some people just think that someone is funny and therefore, they can improvise. That's just not true, and it's usually just people recommending great standups who are really funny people but, to assume they can be one of the four improvisors, I don't know; it just doesn't work. And I know this sounds snobby, but I do prefer to work with improvisors who do the kind of UCB-style improv, which means finding the game of the scene. Not all improvisors do that, so even if they are good improvisors in their own style, that style could be the opposite of our style, so it doesn't necessarily work.

And even improvisors who do the same style but are in different groups and have kind of different tones don't work well together. That's the lesson I learned: that even if I like playing with them both, they may not both be good together and I have to look more at that when I'm booking the shows.

So you're thinking about the whole team dynamic when you're putting a show together?

Yeah, without question. Some of the best shows have been with people have been together forever because you can't teach that, you can't buy that, it only happens by them being together forever. It only happens over time. And it's such a great thing to take advantage of in comedy; it's why Jessica St. Clair and Lennon Parnham are so great together and that's why their sitcom is so great. They can be great on any sitcom separately, but together they're so much better on their own sitcom. They're all funny individually but when they're with their certain people, it just jives better.


Matt Besser as "The Pope" onstage with James Adomian
Matt Besser as "The Pope" onstage with James Adomian

Is it true you taught Kanye West improv? And are those one-on-one sessions common for you?

I have tutored off and on through the years, and he's definitely the biggest star. I have not ever talked about it too much—it's almost like a client confidentiality thing. But
West had a show that was going to be kind of like Curb Your Enthusiasm that he was going to do on HBO. He had made a pilot for it and he got me to tutor him on how to do improv.

Did you have a day rate?

No, I was willing to do it for free. I don't know how that came about, but I only do it if I think it's interesting or it's going to be an interesting experience, and it definitely was.

Are you all about spreading the word of improv?

I don't know if I'd say it that way. I mean, as I said, it was going to be an interesting experience. I'm not going to pretend that I'm out there to spread improv across the world out of the kindness in my heart. I think people who are good at improv should do improv and I want them to. And I also think that everyone could benefit from a level-one improv class. But once you go past that, I think you need to be serious about it. Not necessarily want to be a professional comedian, but want to be a good improvisor and not just doing it to get out of your shell.

So you're not the Johnny Appleseed of improv, but you don't look down on people who just want to try it out.

Not at all, and in fact, I think it would do a lot of people a good service. There's certain basic tendencies that humans share that you see in improv classes, in 101 in particular. The two words that provide the basis of improv have always been "Yes and," and it's crazy how people's natural instinct is just to say, "No but." It's crazy, and it's one of the first things you pound out of people.

As a result, it makes you an easier person to be with, whether it's in your personal life, your business or wherever. And there are certain listening skills that you think are just obvious or should be self-evident, but they're not. People do the opposite of it and they're easy exercises to help people not do that. They don't necessarily have to train you to be a part of an improv ensemble; they just teach you how to be around other people. [Laughs]


All photos of Besser are courtesy of