By Dan Snierson
June 28, 2018 at 05:27 PM EDT

In 1996, four friends in Chicago with a passion for long-form improv packed up their belongings and relocated to New York, hell-bent on landing a TV show.

Amy Poehler, Matt Walsh, Matt Besser, and Ian Roberts — a.k.a. the Upright Citizens Brigade —would achieve that dream with their eponymous 1998 Comedy Central sketch series. But it was off screen where they truly planted the seeds for an alternative-comedy movement: The quartet — who’d studied under famed Second City director/iO Chicago cofounder Del Close, who “made improvisation feel like the legitimate art form that it is,” says Poehler — began teaching improv classes in 1997. Two years later, they transformed a shuttered Manhattan strip club into a home for subversive, socially conscious comedy, where chaos and creativity coalesced. “The point of view was to disrupt the status quo,” recalls Veep star Walsh. “We were rebellious spirits and we wanted to poke at the hypocrisy of it all, whether it’s politics or race. The disturbing undercurrent that lurks in America, we were targeting that.” Remembers SNL and Parks and Recreation alum Poehler: “When we first opened the theater, we were simply trying to create a clubhouse where we could perform comedy with our friends. We counted ourselves lucky to be around so many talented people. Not much has changed. The goal was always to provide a place of total creative freedom.”

Make that places. Now boasting four theaters, UCB has trained and influenced a generation of comedians and actors (including Donald Glover, Ellie Kemper, Ed Helms, and Kate McKinnon) who dominate today’s pop culture landscape. UCB alums aplenty will reunite at the 20th annual Del Close Marathon, which pays tribute to their late guru with 750-plus shows in New York from June 29 to July 1. Here, some notable names share superlative onstage memories from their time at this landmark laugh factory.

Francine Daveta/UCB

My Most Nauseating Moment at UCB
ILANA GLAZER remembers a Broad City Live performance with Abbi Jacobson that featured an ill-advised, intoxicating stunt.
“We had been making the web series for a while, and wanted to make a live show. The theme [of one edition] was Power Hour. It was an hour show, and we took a shot of beer every minute. We had our friends Kevin Barnett and Josh Rabinowitz, who later wrote on the show, and Jermaine Fowler do stand-up, and we were watching them as we took a shot…. We definitely did not know how it was going to be received. We were nervous about the logistics of puking on stage. We brought Dallas BBQ chicken fingers, and we were eating them while we were drinking. It wasn’t funny and it wasn’t going well, really, until we started getting sick from the Power Hour. And then the audience could see that we wanted to give them something…. We ended up just giving up on Power Hour, being like, ‘Please let us stop.’ It was gross, honestly. Nobody wanted to see us puke. [That show] speaks to the culture there of performers pushing performers to up the stakes for themselves in a certain direction.”

Andrew Bisdale/UCB

The Weirdest Thing That Happened to Me at UCB
ZACH WOODS judged an improv competition for a boozy St. Patrick’s Day show, and things turned downright scary, thanks to someone’s, er, sharp wit.
“I didn’t drink, really, so they had me judge, and everyone in the show was drunk. Someone smashed a bottle on the stage. And then somebody else pulled out a knife—like, a real knife—and was holding [it], sort of casually menacing the other people on stage. This person was the most even-keeled, sweet man, like a true mensch. And people had to be like, ‘Uhhh, put away the knife.’ And he was like, ‘No, no, it’s fine, it’s fine.’ I remember thinking, ‘Wait a second, it’s gone from a silly, frivolous improv show to someone smashed a bottle on the stage to now there’s a knife — we’re moving quickly in the direction of irretrievable chaos. Someone might die.’ And what a terrible death—to write that obituary: ‘Oh, they got straight-up stabbed while they were pretending to be James Joyce in an improv show.’ Now UCB has an HR department, they have a counselor. It is so professional now that the idea that not that long ago people were swinging around drunk knives on stage makes me laugh.”

Francine Daveta/UCB

The Bravest Thing I Did at UCB
ADAM PALLY recalls performing at Paul Scheer and Rob Huebel’s show Crash Test in the wake of the 2008 news that Bernie Madoff had been arrested for defrauding his clients out of billions of dollars.
“I came out and pretended I was Bernie Madoff’s son, and I was apologizing for my father. I sent around a basket, and I asked anybody to donate any cash they could. The audience put in close to $200. As soon as I got that money, I walked off stage. I went to the bar. There was this long [pause], like when you’re waiting for a band to do a second encore. People were booing and screaming and demanding their money back. One dude put $50 in there. I felt bad. Huebel and Paul had to go deal with it. That was the real victory of that bit: I stole money from the audience — literally…. [The anything-goes freedom] definitely informed my comedy. One of the things that I see in myself from UCB is that anarchic, almost troublemaking eye. Those guys were doing theater in the park and doing all this weird s— downtown. It was rebellious, and I think that that is one of the things that I identified with in the theater and was like, ‘I’m going to break all the rules, all the time.'”

Andrew Bisdale/UCB
Courtesy of Sasheer Zamata

The Craziest Thing I Did at UCB
SASHEER ZAMATA recalls an improv competition with her group Doppelganger (which also features Nicole Byer and Keisha Zollar) that took her to new heights.
“We were performing against other improv teams on the UCB Chelsea stage, and there was this space between the back wall and the ceiling that I saw some performers climb over, and I always thought, ‘If I ever get the chance to do a big show, I’m going to climb over the wall.’ And I did do that—at least twice in one show. Which is excessive. This is when I was working out all the time. I was backstage and I put the chair up against the wall, hoisted myself above the wall, and then shimmied over and hung there. There’s a picture where Keisha’s trying to help me down and my legs are dangling from the wall and Nicole’s just so far away from us, not trying to help at all, and her face is like, ‘I don’t know why you chose to do this.’ That’s the beauty of that stage: You can just try and fail. Try and fail. Try and fail. You’re allowed to do that, and because that space was kind of nasty, it felt like there were no laws here.”

Andrew Bisdale/UCB

The weirdest thing that happened to me at UCB
ELLIE KEMPER shares the laugh that left her in tears—and then some.
“I was with my improv group fwand, and something happened in our Harold [three-part long-form improv] that made me lose it. Just laughing so hard that I wet my pants. I thought I could get through the rest of the show just keeping my rear to the wall, but then Shannon O’Neill dragged me across the floor, and the wet streak that followed me told no lies.”

Francine Daveta/UCB

My most surreal moment at UCB
NICK KROLL praises the egalitarian ethos that has prevailed at UCB, even if it meant pulling half of the red carpet out from underneath a celebrity.
“I was doing monologues at [UCB’s flagship improv show] Asssscat when I was promoting the hit show Cavemen, and they realized they had double-booked the monologist with me and Alec Baldwin. There was a minute where it wasn’t clear who was going to do the monologues, and they agreed that I would do the first half and he would do the second. I brought the audience a bottle of champagne from my hotel room to thank them for the many years of doing shows there, and then Baldwin came out for the second half with a 40 that Amy Poehler had bought for him to give out to the audience. It was a very surreal experience to be sharing the bill with Alec Baldwin just as my show was coming out, and obviously Cavemen became the most popular show in the history of television. Instead of being like, ‘Sorry, Alec Baldwin’s doing the show tonight. You’re going to perform another night,’ Amy Poehler said, ‘You guys will split the bill.’ That’s one of the beauties of UCB—it was this place you could go and see the most famous actors and comedians, yet they were not treated like they were above you.”

Justin M. Lubin/HBO

The weirdest thing that we did at UCB
MATT WALSH remembers how the ill-fated experiment of getting an audience member high went awfully awry during a Del Close marathon.
“It was somebody who had never gotten high, so the dumb idea was, ‘Well, we’ll take care of you. Why don’t you just try to get high?’ They were, like, 280 pounds and they just basically went rubber, so we had to drag them to a couch down a hallway, and lay them on a couch. Then we realized that the room that we put them in was the hottest room in the whole theater, so then we had to drag him back to another room. It was like the dumbest people taking care of someone, then the one sort of sober person was like, ‘He shouldn’t lay in here, he should be in the other room.’ It’s the sweaty green room and the basement of that Chelsea space beneath the Gristedes [supermarket]. It felt like Vietnam. It felt really gritty and dangerous. I remember those early marathons at the Chelsea — mattresses would come out and there’d be gambling around wrestling matches. The biggest guy would have to wrestle the two littlest guys, then someone would almost get hurt, and we’d be like, ‘Okay, we can’t do this anymore.’ That stuff sticks with me — that sort of mischievous but also unbridled rebellion.”

Manny Carabel/FilmMagic

My defining moment at UCB
MATT BESSER recalls the Del Close marathon tradition that sums up the essence of their improv operation.
“Part of the signature of the UCB 4 [was] doing stuff that’s interactive — we’ve gotten audiences high on pot, and we’ve taken audiences out into the street to riot. One tradition we used to have in New York was to start the marathon by all the improvisers starting at Thompson Square at a given time, asking for a one-word suggestion from some passing stranger in the park. And then we start chanting that word in the same way that we do these openings for our long-form improvisations. We did an opening that became a march up to the theater on Chelsea, and it would pass through Washington Square Park, which means a lot to the UCB because we feel like that was kind of our theater before we had a theater. Hundreds of people would enter the theater [which] was already packed with an audience, and people would fill up the stage chanting whatever that word has transformed to, and that word would begin the marathon. It’s kind of beautiful moment to see and also a propos for what we’re doing, which is spreading the word of improv, specifically the guy who started it. It’s the comedy that brings people together.”

Gary Gershoff/WireImage

The strangest moment that I witnessed at UCB
IAN ROBERTS recalls staging the first Asssscat show in L.A. with a special out-of-control guest who was kind of being a Dick.
“We got Andy Dick to do monologues, and Andy Dick tends to need to be the center of attention one way or another. So when he found out that he was the monologist and would just be telling stories and sitting on the side and not being involved, he wasn’t too happy. So at the half, he starts just ripping bong hits, one after another. The second half, he was everywhere. He kept on creeping into scenes and stopping stuff: ‘I have a question.’ The show got so chaotic, someone in the audience got the idea that it was so much of an anything-goes show that they could walk up and enter the scene and participate. I’m up there doing a scene, and some guy comes up to the waiter, and I’m like, ‘Who the hell is this guy?’ It was like a president realizing he’s about to be assassinated. We ended up kind of holding this guy down and gently kicking him, like it was a beat-down, but kind of kidding and kind of not. Like, ‘What the? Get off the stage!’ But you had to put it down to that Andy was so out of hand, that everyone just lost their minds.“

CITIZENS ATTEST: The Founding Four Sound Off

Eric Ogden

AMY POEHLER on why today’s TV and movie comedies are littered with UCB grads: “Maybe a lot of stage time? The opportunity to fail? A strong sense of ensemble? I think everyone is looking for a tribe, and I think it’s nice to have a place to experiment. But the reality is talented people make up the UCB community and it’s their hard work and dedication that leads to their success.”

MATT WALSH on UCB’s earliest days: “We were filled with ambition and rage and alcohol, so we were just trying to provoke and to push boundaries, not necessarily knowing where the line of funny was.”

IAN ROBERTS on how UCB prepares comedians, actors, and writers: “Our focus is always on the game of the scene: What is the pattern of behavior that makes something funny? If you break down nearly all comedy, it has patterns. Why is that guy on the sitcom consistently funny? Because he adheres to a pattern of behavior. So these guys who have studied with us for years know that like the back of their hand.”

MATT BESSER on the philosophy and freedom of UCB: “Whereas most comedy clubs might be focused on pleasing the audience as the number-one goal, we’re more concerned with pleasing performers. We didn’t look at the audience as ‘We’re here to entertain you,’ as much as ‘You’re here to watch us work on our material, whether it’s an experiment or an improv show that’s been running for 10 years. We’re both benefiting from tonight.'”

AMY POEHLER on the best analogy to describe UCB’s training: “Harder than medical school and so much more important.”

Upright Citizens Brigade