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The Comeback Season 2 A- "Valerie Makes A Pilot" Episode 1


After nine years, the entertainment industry has caught up to Lisa Kudrow and Michael Patrick King’s The Comeback. There’s no denying that the series was ahead of its time when it debuted on HBO in 2005, prophesying the shifting climate of television comedy by combining humiliation-based reality TV with commentary on the dying breed of multi-cam sitcoms. It was a biting satire of how Hollywood treats middle-aged women, rooted in a brilliant performance from Kudrow that turned a caricature into a multi-dimensional person forced to choose between her desire for fame and her dignity.

And almost a decade later, Valerie Cherish (Kudrow) is put in that position again. The Comeback has finally returned for a second season, and it hasn’t lost any of the magic that made the first season so remarkable. It takes some time for “Valerie Makes A Pilot” to settle back into the rhythm as the first half of Kudrow and King’s script catches viewers up on what Valerie has been doing with her life in the past nine years, but that clumsiness is intentional. Valerie is making a pilot presentation for Bravo’s Andy Cohen, but she’s not working with a professional film crew. Rather, she’s employed a small group of college students—including her husband Mark’s nephew, Tyler (Mark L. Young)—to follow her around with a few cameras, and they have little idea of what they’re doing.


So what has Valerie been up to since we last saw her? The second season premiere cleverly addresses this question by beginning with Valerie assembling her reel for her pilot presentation, playing clips from various projects she’s worked on since the cancellation of Room & Bored after one shitty season. She appeared in The Suburban Slasher VI (one of seven student films she worked on), had a guest spot as a lab technician on a CSI clone called Justice: Post Mortem, filmed an infomercial for her hair care product Cherish Your Hair, and even took a gamble on returning to reality TV in the first season of The Real Housewives Of Beverly Hills.

That last project is the most important, revealing how Valerie’s experience on her first reality show soured her on the genre. Valerie gave Real Housewives a chance back in 2008, just three years after The Comeback, and the wounds from that show were still fresh. As Lisa Vanderpump tries to engage her in the manufactured drama that is the foundation of those series, Valerie panics and refuses to play along because she knows what kind of power the editors have and she’s afraid that she’ll be once again presented to the public as a villain. As she leaves the filming in a huff, she walks up to the camera to let Andy Cohen know that she’s not storming off; she’s just done this before, knows what this process entails, and isn’t willing to put herself through this again.


Jump forward six years, and Valerie is willing to put herself through that again if it means pulling her out of her career’s downward spiral. Because she has very little understanding of how modern technology and social media operate, a casual @-reply from Andy Cohen on Twitter counts as “communicating” with the Bravo executive, making her think that Andy is genuinely interested in seeing new work from her. Hence this pilot presentation that she’s rushing into production.

Cohen is a big part of this episode, serving as the impetus for the plot and also making an appearance in the first scene that really captures the intensely awkward, hilarious discomfort that characterized The Comeback’s initial season.


Appearing with another noted Valerie Cherish fanboy, RuPaul, Andy Cohen is having lunch at The Chateau when Valerie shows up to tell him about her presentation, joined by two crew members recording on iPhones because the restaurant doesn’t allow cameras. RuPaul loves The Comeback so much that he’s co-opted Valerie’s “Hello! Hello! Hello!” as his greeting for the workroom scenes in RuPaul’s Drag Race, but you’d never know judging by the stink-eye he gives Valerie when she interrupts his meal with a friend. RuPaul’s icy demeanor is a stark contrast to Andy’s forced friendliness, flashing Valerie a smile and acting like he’s genuinely interested in her when he probably just wants her to get away from his table as quickly as possible.

Andy tells RuPaul that he and his friends in college loved “smoking dope” and watching I’m It!, highlighting the fact that most people look back at Valerie’s signature sitcom as a big joke. (I’m sure that the only thing Valerie takes away from that is that Andy and his friends loved watching I’m It!) The scene becomes more and more awkward as Valerie starts pitching Andy—when the two men realize they’re being filmed on iPhone cameras, the discomfort takes a considerable leap—but it ends with a major moment for Valerie when she leans in and whispers into Andy’s ear why she wasn’t ready for Real Housewives: “I took myself too seriously. Didn’t realize I was playing a character. I thought it was me.” This is going to be Valerie’s major hurdle this season as she’s cast as a character based on herself in the biggest project of her career.


While filming a cutaway interview in her living room for the pilot presentation, Valerie gets a call from her publicist, Billy (Dan Bucatinsky), who is running up to her house to show her the news that her former Room & Bored nemesis Paulie G. (Lance Barber) is working on a new comedy at HBO called Seeing Red. The show tells the story of a heroin-addicted writer working on a horrible network sitcom and his struggles with a neurotic, middle-aged redhead actress named Mallory Church, and Billy wants it shut down. After getting her hands on the script, Valerie comes to the conclusion that this character is definitely based on her, and Mark (Damian Young) puts a cease and desist order in motion to stop production unless there are major changes.

But everything changes when Valerie actually goes to the HBO offices, arriving in the middle of auditions for the Mallory Church character. Turns out that HBO’s casting executives had tried reaching out to Valerie’s agent to see if she’d be interested in reading for the part, but, as we learned earlier, Valerie doesn’t even know who her agent is anymore, so HBO had no luck getting in contact with her. Valerie is deeply conflicted about whether or not she should audition, and Kudrow does exceptional work capturing her character’s internal struggle in this moment. Is Valerie willing to once again put her dignity on the line by working with Paulie G. after the disaster that was Room & Bored? Does she want to read for HBO (probably her biggest audition ever) without any sort of prep time? Can she afford to turn down this opportunity?


After considerable coaxing from the executives in the room, Valerie decides to do a cold reading of an intense monologue in which Mallory berates Mitch, the character standing in for Paulie G. A cold reading is the best possible option for Valerie, because, as we learned from the first season of The Comeback, when she takes material home to work on it, she over-rehearses to the point where her performance loses all passion and spontaneity. Everything about Valerie’s audition is finely tuned to reflect her character: she has to put on glasses to read the script pages but doesn’t want to because it gives the impression that she’s aging; her enthusiasm takes a major dip once she actually reads what is on the pages, but she shakes off her nerves because she knows what is at stake here; and she fumbles during parts that are deserving of extra emphasis, forcing her to repeat them and truly feel the emotion behind the words.

The success of The Comeback hinges on a balance of entertainment industry commentary, comedy at Valerie’s expense, and victorious moments for the character that give viewers reasons to root for her, three elements that are all embodied in her audition monologue for Seeing Red. The speech is a brutal take-down of how Hollywood treats middle-aged women, forces Valerie to say things about herself that she would never utter aloud in public, and is ultimately the best acting Valerie has ever done on this series. Here’s the speech in its entirety, because it’s just that good:

You think I’m this dried-up middle-aged woman. Look at the jokes you write. Look at the tracksuit you make me wear. All saying the same thing: I’m old. I’m annoying. I’m unfuckable. Well, I’m not the joke. You are, Mitch. And instead of spending all your time trying to make me the joke, why don’t you do your job and write me one, huh? A real joke, Mitch! Not you and your boys off in a room making fun of an old woman’s pussy. Yeah, I heard you. I heard what you think of me. I heard it. Well maybe you, and everyone in television—whoops, said it wrong. OK. Well maybe you and everyone in the television business can’t see me as desirable. But there are plenty of men out there who—but there are plenty of men out there who would still want to fuck an old lady like me. So fuck you, Mitch. Just fuck you. And fuck you!


No one is better suited to play Mallory than the woman she’s based on, and Valerie shows a deep understanding of the character without any preparation because she is that character. This script is Valerie’s (and Kudrow’s) opportunity to express her frustrations with the industry and people like Paulie G., and Valerie fully commits to the words on the page in a way she never has before in performance. There’s no image management in this moment, just reflection of the actual image of the person Valerie is behind the façade she puts on for the public. And the HBO executives are absolutely entranced by what they see. Valerie’s microphone falls off as she leaves the room and gets stuck in the door, and you can hear one of the executives say, “I don’t know what that was, but I want more of it.” In other words: they do want to see that, and they want more.

The audition scene is this season’s first look at the new, rehabilitated Paulie G., who tries to put up a calm, friendly mask in front of Valerie and her gay best friend Mickey (Robert Michael Morris), but it’s obvious that Valerie’s presence distresses the Seeing Red show-runner. Barber doesn’t have much screen time this week, but he presents a version of Paulie G. that is considerably more complex than the despicable asshole he played in season 1. There’s a lot happening beneath the surface of Paulie G., and the dynamic between him and Valerie is a very tricky thing to pin down. There’s definitely something sexual there, but there’s also an emotionally masochistic element to their relationship; Valerie is one of the only people that called Paulie G. out on his shit during the filming of Room & Bored, and you get the impression that part of him feels like he deserves more of that treatment from Valerie because of how he’s messed up his life.


And he’s going to get more, because Valerie lands the part. Unfortunately, her crew doesn’t have the cameras on when she gets the call, so none of it is caught on tape. She tries to replicate the excitement of that moment when she tells Mark, but his reaction isn’t anywhere near what Valerie is hoping for, setting up a very different dynamic between the couple compared to their relationship in the first season. This is a huge role for Valerie, but Mark remembers the hell Valerie went through the last time she worked with Paulie G. and doesn’t want to deal with that again. Especially because, as Lisa Vanderpump (of all people) mentions, Valerie and Mark’s marriage has seen its fair share of bumps over the past few years.

The extended period of time between season 1 and 2 has only strengthened the ideas of The Comeback. TV shows like The Real Housewives and Keeping Up With The Kardashians have revealed the lengths in which people are willing to sacrifice their privacy for fame, and HBO’s own Enlightened and Girls have made it easier for audiences to accept cringe-inducing comedy at the expense of female characters. One of the major themes of the first season of The Comeback is that Valerie is unwilling to deviate from the image she presented to audiences back when she first saw fame as the lovable star of I’m It!, and nine years later, she still hasn’t changed a bit. (Valerie’s hairstyle is the perfect visualization of her desire to stop the clock in the early ’90s, and her fashion is similarly dated.)


Much of the comedy in “Valerie Makes A Pilot” stems from incompetence. Valerie’s crew doesn’t know how to adequately film a professional-looking product—my favorite new character introduced this week is the boom mic that is always sneaking into the frame—and Valerie certainly doesn’t know how to produce one. She’s already incredibly scatterbrained because she’s so obsessed with micro-managing her image, and she just can’t handle the added responsibility of directing an inexperienced film crew on top of that. But because she’s also highly delusional, she doesn’t see her limitations.

And yet, because she doesn’t see her limitations, Valerie is game for just about anything. Valerie is overwhelmingly positive about her future prospects, and it’s one of the reasons it’s so easy to root for her. The smallest bit of encouragement from Andy Cohen sends Valerie on a quest to restart her career, even if she doesn’t have the means with which to do it correctly. But she still goes for it, and that’s what really matters.


In an extensive piece over at Buzzfeed, Kate Aurthur details the event that led to The Comeback’s revival and how the cast and creative team feels about the return of the series. This quote from Dan Bucatinsky sums up why The Comeback’s return is such an inspiring event, not just for the people working on this show, but for anyone with lofty aspirations that may not seem immediately attainable:

The poetic thing to me about The Comeback is that the kind of idealism that Valerie Cherish possesses in her soul—which I find admirable, no matter how many hits she takes—is an optimism that we have actually seen play out for us in real life… I hate to sound cheesy and soapy and treacly. But why let any of your aspirations or passion projects or dreams die, when you don’t know? You don’t know! That five years later or six years later or nine years later, you could come back. You could come back!


The Comeback isn’t just about one woman’s mission to reclaim the fame she lost decades ago. It’s about the strength of the human spirit to persevere against all odds, and if there’s one thing to take away from this first episode, it’s this: No matter how far you fall, no matter how bleak life gets, you can still come back. And Valerie Cherish has come back stronger than ever.

Stray observations:

Valerie’s first line this season is very telling: “Guys. Gotta have the camera on me!”



When Valerie films her first confessional for her pilot presentation, she wears a ridiculous white top with sleeves that fan out like little angel wings. It’s a great costuming choice that shows how dedicated she is to making herself look like a saint in her pilot presentation.



This show is very careful about balancing moments of shame with moments of success for Valerie, as exhibited by Valerie running into Juna after humiliating herself in front of Andy Cohen and RuPaul. Not only does it give us a cameo by the delightful Malin Akerman (I still miss Trophy Wife, goddamnit!), but it also gives Valerie a valuable confidence boost as she heads to HBO. I hope Juna appears at least one more time before the season is up, but based on her packed schedule, I’m not getting my hopes up.



Lisa Kudrow (or hell, Valerie Cherish) needs to appear as a judge on RuPaul’s Drag Race. I would love Valerie as a judge for an episode that forces the queens to appear in horrible multi-cam sitcoms. Make this happen, entertainment gods.



I love how little details reveal character in this episode, like casting agent Sharon tripping on the stairs in the audition room when it becomes a possibility that Valerie will actually audition for the unflattering role clearly based on her. How many times has Sharon walked up and down those stairs without incident? Valerie’s presence has clearly made her nervous, and it’s physically throwing her off-balance.



Names that Valerie messes up this week: infomercial host Jean (“Joan”), Skinny Girl Margarita (“Skinny Margarita Gal”), casting agent Sharon (“Sheila”). Did I miss any?



Man, I would have loved an audition cameo from Kathryn Hahn in this episode. Instead, we have to settle on Chelsea Handler reading old Aunt Sassy lines from Room & Bored. It’s funny, but Handler is no Hahn.



How great is that final shot of the cameras on the table, still filming, while Depeche Mode’s “I Just Can’t Get Enough” plays. This show has always made excellent decisions when it comes to the end-credits music, and this season is no exception.



“The writers let me play. I added ‘pallie’.”



“Keeps me grounded.”



“Andy doesn’t need to see that.”



Ivan: “Everything’s online.” Valerie: “That’s right. Privacy’s gone.”



“Guys. Guys. Addiction. It’s not funny.”



“Back then it was just me and people eating bugs on Survivor. Uh… What’s this? This is entertainment? Well, as it turns out: Yes, yes it is. I was right.”



“I’m not just a real person either. I’m an actress, and a wife, and a stepmom.”



Mickey: “His character’s writing a sitcom hooked on heroin, but you’re the problem with his career. Is this supposed to be funny?” Valerie: “Well, it’s a—it’s a dramedy, y’know? And that’s a—that’s a comedy without the laughs.”



“Well I’m mad. And this is about to get messy.” How many times do you think they filmed that line to get the elevator timing right?



Connor: “Do you need to prepare? It’s pretty close to you.” James: “Without actually being you.”



“It’s not TV, it’s—they don’t do that anymore, do they?”

