Ever present as it may have been throughout, chaos wasn’t a substitute for a plan when Adam Pally and Ben Schwartz hosted CBS’ Late Late Show for a single, glorious, and oft-celebrated episode in 2015 — it was part of a larger plan. Nurtured by the rarest kind of executive (an artist’s champion with an eye for talent and knowing when to get out of the way and let people create), Pally and Schwartz trusted their instincts and the idea that if they were laughing, we’d be laughing. Hampered by a blizzard, they pulled comedy wild man Eric Andre, into the mix, talked for a long time about hot soup and a Nic Cage movie, demonstrated their athletic prowess, got awkward, kvetched (a lot), while also showing videos of weird interactions with passersby and a drunken tattoo adventure. And then it was over. Like 99.99% of late-night episodes, it was assumed that all of this would be forgotten shortly after it aired. That hasn’t happened. Here, in great detail, Pally, Schwartz, Andre, comic Gil Ozeri, CBS late-night VP Nick Bernstein, producer Sam Goldberg, cameraman Mark Bracamonte, and Pally’s cousin and colleague Ben Stricof discuss the vision, the unique ride, the relief that nobody got fired, and the show’s enduring legacy as a cool thing you may have heard about from a friend. The Liquid Courage Years Like all great stories, the Pally/Schwartz team-up begins with a meet-cute and a long history of playing together with only the sound of each other’s laughter as encouragement. But while the ‘Late Late Show ‘hummed with the power of their dual-energy, they were actually missing a key piece of the puzzle. Adam Pally: Ben and I started working together early on at UCB. We were doing a show called Liquid Courage that was kind of like open mic for sketches. Ben was a bartender and I was one of the interns. I was a little bit behind Ben in the classes. Ben Schwartz: We would just ask the manager if we could get up on stage. Nobody there. We just cleaned, because it was so hard to get stage time at UCB. Pally: We just made each other laugh so much. We have a similar upbringing, Jewish kids from Riverdale and New Jersey. We clicked. Then we met our buddy Gil [Ozeri], who similarly is from Queens and is a Jewish kid. Although he has legit psychological problems. Schwartz: Why would you say that? Pally: Because I want to see it printed. But no, I mean, he’s just the funniest person I’ve ever met in my life. I think he would probably say the same thing. Gil Ozeri: I respect them as people, but that’s about it. Pally: Literally every minute of our lives was at that theater. We had so much fun playing together doing these sketches, the two of us. Then Gil would start showing up and we would put him as like the tag of sketches. Ozeri: I went to a bunch of their shows. I think it started out as a [shared] affinity for sketches. Why we really work well together is we make each other laugh and we have fun on stage. We sort of forgot about the audience when we were improvising. Schwartz: I remember those moments from those first shows that we did with perfect clarity, as opposed to the billion other ones we’ve done. Pally: When I see backstage videos of Ben and Middleditch, it looks like he’s performing at The Ritz Carlton. The places where Ben and I used to perform — to no people and the grossness. It was real. We really performed for no people. Schwartz: Pally and I would write these sketches, and one of them was about Ask Jeeves and Gil eating a huge cookie. I have it filmed. Pally: I’m so scared of me dying and Ben going through old videos. Schwartz: We’d do sketches like that and Gil would be there. Of the three of us, he’s the funniest by far. Pally: He once did a bit with me in a car. He was driving his mom’s old Mercedes. And as a bit, he was like, “I’m going to pull it into the divider.” Because you know the dividers are like those little plastic things. They look like plastic. And he did it. But they are not plastic. They’re steel. And the laughter that he had about that, I was like, “Oh, this motherfucker is insane.” Ozeri: It wasn’t very smart or wise at the time, but I wanted to make everybody in the car laugh. My car took a beating. Everyone was pleading with me to get off. I was at a time in my life when I would very freely put my friend’s lives on the line to make people laugh.

Something Different Nick Bernstein, the Vice President of Late Night for CBS, was brought in to help oversee James Corden’s version of the ‘Late Late Show’ and didn’t have a lot to do with the parade of guest hosts that bridged the gap between that and Craig Ferguson’s version. For a run of shows in New York (which were weirdly filmed on the set of Charlie Rose’s ‘CBS This Morning’), however, Bernstein was asked to step in with the understanding that, besides Regis Philbin, who he had inherited, he could turn to his “friends who do this” to host the other episodes. Nick Bernstein: I’ve known Adam since 2005 or 2006. He was in a group called The Hammerkatz. They were a sketch comedy group from NYU. I’d seen them when they were in LA at LA Sketch Fest. I became friends with Dan Gregor and Doug Mand [from the group]. They pitched me a pilot when I was working at NBC. It was just a spec thing that they’d done called Internet Millionaires. It was Dan and Doug and Adam. I really liked it and tried to get it moving at NBC when I was there. It didn’t happen for a variety of reasons, but we’d always remained friends. The more shows Adam started getting booked on or cast in — Happy Endings, The Mindy Project — the more he was on all these other talk shows, and I always enjoyed him as a guest. Pally: Nick called me and was like, “If you want to do this, there are a few conditions. “I was like, ‘Yes.'” Those conditions were like, “Your guests? We won’t know until we go.” Then it became “tomorrow.” Then it became… “We won’t know until this morning.” Then it was like, “You’re going to have to be in New York on this extremely cold week, and we’re going to have to fly you coach. You’re going to have to pay for your crew” and all of that. And I was like, “You know it’s still yes. Hell, yeah.” Bernstein: When I talked to Adam about the show, we talked about it very much as we can’t pretend that it’s something that it’s not. You have to lean into the oddities of this program. Ozeri: I remember Adam called me early on and said that he wanted me to play a sort of bumbling producer who was trying to get the show back on track. Someone was going to be the co-host and I was going to be this sort of bumbling idiot producer. Schwartz: I remember asking if Pally wanted to tell me what was going on and he’s like, “No.” I go, “Yeah. I think I should know.” So I knew nothing. Pally: That was me acting cool without having anything going on. Schwartz was a hired gun. He was my ace in the hole. When I knew I had him, which was the week before, I was like, “Oh, this is going to be great.” Honestly, I think his name helped me keep the job. Schwartz: Meanwhile, he didn’t tell me that until literally like two days before. Ben Stricof: Adam and I work together (on The President Show), and we’re also cousins. We were both living in and working out of LA when he got the offer. We decided we were going to both go to New York for a week leading up to the show and produce all of the content in that week leading up to the show. I think Adam just wanted to do something that was a little different.

Blitzed In A Blizzard In New York for the week to film and shadow the other hosts, Pally suddenly found himself having to deal with a blizzard and an ensuing area-wide lockdown that caused guests to cancel and plans to be reworked. Or, in the case of Pally and Schwartz’ ‘Late Late Show,’ completely abandoned. Ozeri: So, I wasn’t able to make it because of the blizzard. Pally: Gil was, I’m sure, going to end up on air, but he was also going to be my rock. My guy on the floor with a headset and he was going to help me write and edit the bits. But [him not being there] came with a simplicity to it too. I wouldn’t have gone out on the street and been like, “Do you know who I am?” if Gil’s flight hadn’t been held up. Ozeri: I was really bummed out about it. They had so much fun and it looked like such a trainwreck. I wish I had been a part of causing it to go off the tracks. Pally: It was one of those New York blizzards that would open up, and they’d be like, “Actually, you know what? We are going to have a guest. You’re going to have Jane Kaczmarek.” And you’re like, “Oh, okay. I better start watching Malcolm in the Middle.” Then you get a call like two hours later, and they’re like, “Actually, there’s a horrible blizzard, so Jane’s out.” It was very much like we didn’t get anything planned, but the man on the street bit came up because there was a small bit of press that I had to do with the other hosts from that week, which were Whitney Cummings and Regis Philbin — whose guest was Donald Trump. The first question that was asked of me [while doing press] was, “How did you get this job?” I was like, “Oh, no one knows who I am. This is nuts.” People were like, “Now, is this a contest? Did you win a contest?” So we were like, maybe we should just do the man on the street bit. Stricof: We had two other people helping us, (The President Show producers) Mark Bracamonte and Sam Goldberg. Mark Bracamonte: We had no crew, so it was me running the camera and the audio. We looked like we were college filmmakers. It was like we couldn’t get a crew. Everybody had canceled. We had no light. We weren’t terribly sure if the microphone was even working and it was like this hand-me-down. Sam Goldberg: Pally played along with that (people not knowing who he was). Obviously, he’s got a good following and he totally gets noticed at a lot of places. But, he’s not like fucking Tom Hanks. He can go out in public and not be bothered, more often than not. Bracamonte: He’s like, “Let’s just walk around and talk to people. Let’s go to the Upper East Side. You know, cause I’ll run into some Jewish people and they won’t get as offended when I make fun of them.” So yeah, that was hilarious. We ended up with a family that recognized him. We walked with them to go get ice cream. Goldberg: You never know who you’re going to see in the city. Like the Jewish family that he’s trying to set his cousin up with and the girl who only has one glove and is blaming Adam. It’s just so funny. There are so many funny characters and Adam obviously is great at playing off all these people. Stricof: We ended up doing the man on the street bit, I think, before the snowstorm hit. And then when the snowstorm hit, we were just scrambling. Like, “what can we do?” And then the idea to get a tattoo popped up. I have no idea why or why anyone thought that would be good for the opening. Pally: We were going to do a drinking bit. Like, it was about how New York sometimes likes to drink during a blizzard. I remembered, when I was a youth, that the Murray Hill area of New York was like people fresh out of college. So when there was a blizzard, everyone would just rage. Schwartz: Pally was really trying to hit the 24-year-old Jewish female demographic. Pally: I knew who was going to respond to daddy, ya know? So we were like, “Okay. Let’s go.” Then by the time the equipment got to the hotel, the snow was so bad. It was one of those things where taxis weren’t running. It’s like, “You’re not going anywhere.” We’re like, “Well, maybe we’ll just film Adam getting fucked up.” Then they kept feeding me these drinks at this hotel bar, and then the hotel bar found out what was going on. By the time it was over, it was like, “Let’s go get tattoos!” Stricof: I just remember calling the place. They were fans of The Mindy Project so they let us come in even though I think it was after-hours. We were also drinking and going a little stir crazy in the storm. Pally: Oh my god. I was so fucked up. I had to sign a waiver with the tattoo place because I was so fucked up. Stricof: We went there and Adam picked out a tattoo, which was a tree. Again, I don’t even know where he got the design from because it was a pretty poorly drawn out tree. I don’t know what it says about me, but Adam got it before me and I’m like, “Oh I want the same exact thing.” Clearly, we weren’t in the right state of mind to be doing anything like that.

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Pally: Everyone realized how horrible the tattoo was and backed out. Goldberg: I wouldn’t say I chickened out. I saw the way it came out and it just looked like stalks of broccoli. I’m like, “I’m not getting that fucking tattoo. It sucks.” Bernstein: I’m pretty sure they tried to bill me for the actual tattoo. Stricof: It was pure chaos, it really was. We had no idea what we were even making, but I mean it all worked out. I don’t know if anybody else brought this up. I remember going to Grandma Sylvia. It’s Adam’s grandma. I remember shooting a bit there that clearly never made the cut. Pally: I forget what it was, but I remember being really mean to everyone there and it not coming out very good — I think I made my cousin cry and then I cried. It was the pinnacle of when we thought, “oh wait, maybe this week will go badly.” Stricof: I didn’t know Adam cried too, that makes me feel a little better about it. I don’t remember exactly what was said or what caused it, but I know we were stressed and hungover. And being around Grandma Sylvia in that state of mind probably made both of us feel really vulnerable. So yeah, we both had a bit of a meltdown.

Fear And Loathing On The CBS This Morning Set Surrounded by an exhausted crew on the set of ‘CBS This Morning,’ where this episode was oddly filmed, Pally and Schwartz leaned on the power of their banter, poking at the weird atmosphere while navigating endearingly unpolished interviews. All before pulling off the world’s most astonishing pen toss. Pally: I would go in, in the beginning [of the week] and try to borrow equipment and stuff. I was just such a nuisance to everybody. No one wanted to give me advice, honestly. Whitney was the nicest. But still, it’s like you don’t want to give advice to other people doing this co-hosting thing. It’s more like it’s your own show. Schwartz: I remember the monologue being longer and literally I would hear jokes, and they’re like, “That will never air.” I think Pally did them just because he knew they would never use them. But there was a lot of like, “What are you doing?” Pally: I had lunch with Nick Kroll the week before and I told him I was doing it. He was like, “You want to be self-effacing up top because people may not know you, so they’re just looking at you. I did a few bits about the way I look, and who I am. It just kind of went from there. Those [monologue] jokes were not great because I’m not a great joke writer. The way that we started to move in and out of it was like, who knows what’s going [on]? It’s like Wayne’s World. Bernstein: I think the last two people that we ended up booking — that we were really excited about — were (ex-NFL player) Martellus Bennett and Beth Stern (Howard’s wife). Martellus was only going to be able to hear us. So, you can’t tell the difference between a serious interview at the start or a fun one. And so, Adam asked him about his quarterback, Jay Cutler, and he had a fairly serious answer. Ben was not gonna let anything go unnoticed and he almost immediately made fun of Adam. And so Martellus picked up on it quick and all of a sudden, he’s like, “Oh, I see where we’re at now.” And they go on these riffs and it was basically pure joy. Pally: I think I do regret asking him if Jay Cutler was a super putz. Like, that was unnecessary. I tend to get aggressive when I’m nervous. Bernstein: Beth Stern was the first person Adam interviewed in person [for the show]. The first thing she says is, “You can ask me anything you want.” Her presence was calming and sort of allowed Adam to continue doing the thing the way he wanted. He was never constricted and none of the guests challenged him in terms of asking, “What are you doing?” Schwartz: They were so open and in the moment, it was great. It was an added bonus to find out how funny Martellus is. Pally: I knew I had Eric Andre, who’s a buddy of mine, and I knew that that segment would at least feel like Eric. Bernstein: We were looking for chaos and Eric Andre was the right guest to make that happen. He kind of pulled an Adam on Adam, because Adam is typically the guest who wants to do strange things. Eric Andre: I love how brave Pally is because when I’m in a situation like that, I’m like, “Shit, I gotta behave, I’m going to get in trouble.” It’s a weird irony. I sort of get in trouble for a living and prank people and push the boundaries of pranks and stuff like that. But for some reason when I’m on late-night talk shows or anything like that, I kind of seem like a kid that’s a troubled teen in a school and I’m going to get in trouble. I have a weird guilty conscience like I’m going to get detention or something. So I was like, “Oh, well, I want to be crazy.” Bernstein: It was off the rails in a very late night way. Pally: I do think there was a moment though where Ben did look at me like, “Are you sure you want to do this?” Because it was like jumping off a cliff. “Yeah, no. It’s going to be on TV, no matter what.” Bernstein: I think that there were moments during the taping, mostly during the Eric Andre interview where I had to step in for a minute and politely ask Eric to button up his shirt. He was undressing during the show, and we weren’t sure how far that was going to go. Andre: I really love Benicio Del Toro’s character in Fear And Loathing In Las Vegas. That’s one of my favorite performances in a movie. And I think that that shirt just reminded me of that character and the persona he took on. So I think I just started unbuttoning it, but no, I’m trying to keep the nudity to a minimum. It’s a little bit of one-trick pony if I do it all the time. So no, that was just on the fly. There wasn’t any thought behind it. Also, they got Charlie Rose whipping his cock out over there for free. So I don’t want to steal his thunder. Jesus Christ. Ozeri: When we would go in to pitch TV shows, we’d force each other to say funny things in the meeting to see if the executives would laugh in response to it. We would all laugh at the sentence as if it was funny and everyone got it. And studio executives laughed along. One of the things I told Pally and Ben to say repeatedly in meetings was to compare the TV show we were pitching to “Frasier for babies.” The only way I could contribute to the show from Los Angeles because of the blizzard was I told Pally, at some point, to say “it’s like Frasier for babies.” And he does say it during the Andre interview. Bernstein: As it was unfolding, I was in New York. I was in the studio as it was happening. You can hear me laughing throughout, one of those three voices that you can hear that are enjoying what Ben and Adam were doing. So we felt like it was a pretty exciting moment. They also taped it on a Friday, so it would be five days in a row that this group had been doing these longer than normal days. Andre: I could tell that the crew hated us and hated Adam. And then he just started calling it out. He was like, “I just saw a cameraman die. Everyone hates me.” And I just was like, “Yeah! Lean into it. Lean into that fear.” And I was just inspired by that. I like that Adam is just like, “fuck it.” So it was cool. Pally: I felt like they hated me all week. I would go in, in the beginning, and try to borrow equipment and stuff. I was just such a nuisance to everybody. My jokes were supposed to be like bomb-y. I feel like Ben felt it right away. Schwartz: In my head, when I got there, they were just going through the motions and stuff. They weren’t upset. But Pally kept saying that they were upset, so I played the game. I have no idea how much is in Pally’s head. Pally: It might be in my head. Andre: We might just be being sensitive comedians and it just felt like we were bombing. It’s not like they typically laugh. They don’t want to laugh for sound. So they might’ve just been exhausted. I am totally guilty of being hyper-sensitive. Bernstein: It was a little bit real and a little bit hyped. I think that people were certainly enjoying themselves. They were enjoying themselves in the booth. I think Adam and Ben leaned into the chaotic nature a little bit, but in a way that made sense for I think where they were and the time of day. Pally: I would do a joke that was supposed to bomb, and then I would laugh at it. And I’d hear the camera guy going, “You son of a bitch.” Which is like very genuine. That’s like him being like, “This motherfucker is going to make me stay here past lunch.” That was the vibe all morning, which is very hard for comedy. Schwartz: I will say, in terms of Pally’s anxiety [level], I found him to be very cool and collected. Like, before shows sometimes, he’d be like, “Oh, boy. Here we go.” Or something like that. But when this was happening, I don’t know if it was just because he and I had fucked around or if he was just like, “Who cares?” But we were in a place where it was like we were goofing around as if nobody was watching and we didn’t care. Pally: I honestly think it came from the two of us having done like 1,000 improv shows together for no one. Most of my anxiety, usually when I did that before shows, was just played up for Ben anyway. We would all be like, “Oh, boy.” But then we all knew we were funnier than everybody. And I know that. But then still, I also have this kind of out of control feeling. Right? Like I had never done this before, and I’m still kind of early on in my career. I didn’t know the full extent of my chaotic powers. Now I fear them. Bernstein: One of the goals of ours was to allow a lot of space for them to fly during that hour. Everybody has their most memorable or favorite parts of that show. Talking about Bangkok Dangerous and “the soup is hot,” and how long that lasted, and how much they played into the peaks and valleys. I felt like this is unique. Let’s throw it out there and see what happens. If it doesn’t hit, who cares? It’s one in the morning. If it does hit, all the better. Pally: Bangkok Dangerous is one of me and my two great genius friends Curtis Gwinn and John Gemberling’s favorite bad Nicolas Cage movies. We used to go see most of them when movie theaters were a thing and “The soup is hot!” scene… I remember really thinking it was funny. When Ben said I kept picking up the cup and not drinking it, that’s what I thought of. Ozeri: We made fun of that movie a lot. Goldberg: I don’t understand how the pen toss is not on a top 10 all-time sports highlight. Because that was so sick. Pally: We did the pen toss twice. Schwartz: We did it again because they didn’t have a reverse angle on Pally for coverage. Because nobody thought it was going to happen. Pally has incredible hand-eye coordination. We’ve both been Jewish basketball players forever. He didn’t even look at the fucking pen. My reaction was so genuine because I tried to lob it so it would come in the area where he needed it. It was such a fucking flex. He didn’t even look at the goddamn pen. It was one of the most exciting moments in my goddamn life. They were like, “Okay, can you do that last part again?” And I was like, “No, of course not. What are you, insane?” Pally: I think that was the most exciting moment in my life. Schwartz: It was insane that he was able to catch that perfectly two times in a row. I’ve seen the episode two or three times. I’ve re-watched that clip 15 times. I love it. Bernstein: I think we were all excited about how it turned out and several of us went back to Adam’s hotel room to watch it as it was airing live on the East Coast. We knew if anybody stumbled upon this, they’re going to be really weirded out, I think, in a good way, by what was happening. We were just following Twitter as we were watching what some of the reactions were. It was all kind of what we expected. So a version of, “what the hell is this thing?” and “I’ve never seen anything like this.” Schwartz: I watched it that night and I remember they cut a bunch of shit, and it worked. I was like, “Oh, that’s great.” I literally was like, “Okay, that wasn’t as big of a train wreck as I thought.” Because during it, I was like, “Oh, my god. This could be fucking weird.” I remember shutting it off and thinking, “Okay, we’re not in trouble. That’s it. That will be the end of that forever.” Pally: I remember thinking the same thing, less excited and more, “Thank god my career won’t be over. Everybody is fine.”