Fifteen years ago, Bob Odenkirk, David Cross, and a close-knit gang of frustrated young comics and struggling actors from Los Angeles’ alternative stand-up scene found themselves alone and barely watched on late-night cable TV. HBO’s Mr. Show With Bob and David, their violent, byzantine, ultraprofane showcase for absurdist sketches and short films, was America’s answer to England’s Monty Python’s Flying Circus and Canada’s SCTV. Here is the exclusive story of how these mavericks slowly defeated the comedy of Hawaiian shirts, airplane food, and Blueberry Head (sorry, Carrot Top), spawned current superstars, and became the new mainstream.

After studying at the Players Workshop of the Second City in Chicago, Bob Odenkirk moved to New York City to join the writing staff of Saturday Night Live in 1987.

BOB ODENKIRK: It was Jon Lovitz, Nora Dunn, Jan Hooks, Phil Hartman, Dennis Miller — a good cast. Then it transitioned into Chris Farley, Adam Sandler, David Spade, and Chris Rock. Conan O’Brien got hired two or three shows after I did; he and I shared an office. Four years at Saturday Night Live were difficult. I was pretty immature. I was about 25 and kind of an asshole. I didn’t sit there thinking, “What’s wrong with these people? Why aren’t they asking me to perform?” I actually was thinking, “God, I want to perform, but I know I have to leave here and get better at it.” I told [SNL creator–executive producer] Lorne Michaels, “I gotta go,” and he didn’t seem too ruffled. I went to L.A. and wrote for [the Chris Elliott sitcom] Get a Life, which was a really funny show.

Meanwhile, Atlanta-born David Cross was gaining a following on the thriving Boston comedy scene but finding it difficult to cross over.

DAVE RATH (manager): I put David on [Fox stand-up series] Comic Strip Live in 1991, but the network didn’t want to air it. It was different, weird. He was talking about retarded kids. I got totally reprimanded, trying to integrate that into a more mainstream arena.

DAVID CROSS: I was making enough in Boston to not have a day job, but living very poorly. In the fall of 1992, I was approached about being a midseason writer replacement on The Ben Stiller Show. At first I was hesitant in ways that are embarrassing now: “Man, I don’t wanna go to Hollywood and work on some bullshit thing. I’m about purity and I’m an artist.”

SARAH SILVERMAN (Mr. Show cast member): We all watched The Ben Stiller Show. It was one of those few comedies that every comedian liked.

Coproduced by Judd Apatow and canceled by Fox after just 12 episodes, The Ben Stiller Show earned a reputation for smart parodies of movies like A Few Good Men and Cape Fear, which tended to overshadow more eccentric sketches featuring characters like Charles Manson (played by Odenkirk) and a sock puppet named Skank (voiced by Andy Dick).

CROSS: I don’t think it was an important show. It was very serendipitous. It brought together a lot of disparate people who went on to do important work. Obviously, Ben, Judd Apatow, Janeane Garofalo. We’ll skip over Andy Dick for the remainder of life.

JANEANE GAROFALO (The Ben Stiller Show cast member): Ben and I were huge SCTV fans. Ben was interested in that kind of cultural sketch comedy, doing parodies.

DINO STAMATOPOULOS (Mr. Show writer, producer, cast member): It was Ben Stiller’s stepping-stone show — and he did what he did best, which was mimic things. There were a few really amazing parody sketches that got on that show that Bob wrote, but other than that…

It also marked the first time Cross and Odenkirk worked together, though they had met a few months earlier.

CROSS: I was crashing on Janeane’s couch, and I was like, “I’m bored. Do you have any friends who play basketball?”

GAROFALO: I knew Bob liked to play basketball on Sundays and was looking for people to play with. So I walked over to Bob’s place and stood on his front porch and said, “This is my friend David Cross, and he would like to play basketball.” And Bob, in his usual ill-mannered style, didn’t even open the door. He just looked at us through the screen and said, “No thank you.”

ODENKIRK: What a dick I was! I was so focused on whatever idea I had in my head at the moment that everything else could just go to hell.

CROSS: That was our first meeting, which didn’t obviously amount to much.

ODENKIRK: When we met again at The Ben Stiller Show, I guess I gave him shit there, too, but I liked one thing he wrote called “The Legend of T.J. O’Pootertoot.” It was a little epic story. Most sketches don’t have a lot of story to them. They certainly don’t travel anywhere in time. I thought, “Wow, yeah, you can do that, too.”

WATCH: Mr. Show, Titannica

PATTON OSWALT (cast member): Mr. Show grew out of these guys who were writing on sketch shows for years, and these are the sketches they wanted to get on the air that never did — the kind of stuff we wanted to do in comedy clubs and could never quite get to work. So we decided, “Let’s go find a different audience.”

GAROFALO: I was always bombing in regular comedy clubs, especially on weekends. I’m not a good joke writer — I wish I was. You tended to go over much better in rooms during the week, when the audience wasn’t expecting joke after joke after joke. They were listening.

SILVERMAN: At the stand-up clubs, you honed your jokes and honed your act, but at the alternative comedy clubs, you could try things that would potentially fail miserably, but just going for it was appreciated.

CROSS: Bob and I started doing shows together, just for the fun of it, at this place called the Diamond Club.

TOM KENNY (cast member): It was owned by some rock guys, one of which was Slim Jim Phantom, the Stray Cats drummer.

JILL TALLEY (cast member): I’d worked with Bob off and on at Second City. The Diamond Club became the place where you could try out different things, like the born-again couple who are born again as Satan worshippers.

JACK BLACK (cast member): Comics were bringing a lot of reckless abandon to the stage. There was a lot of boundary-pushing and theatricality mixed in with the traditional stand-up comedy. Bob and David were the lightning rod.

BRIAN POSEHN (writer, cast member): You’d have to walk through some crazy disco to get to the stage. That whole place had a weird vibe. Super-cokey — and that was in the early ’90s when coke was out. Bob and David were doing this thing called the Three Goofballz.

RATH: It was the two of them, but there were three big refrigerator boxes onstage. They did this goofy song about how they were the Three Goofballz, and then David popped out of one box and Bob popped out of another, and then the last box, nothing happened. They were like, “What’s going on?” They stopped the show, and they’d had one of the older comedians, Jeremy Kramer, play it like he’d had a heart attack and died in the box.

POSEHN: They had different people who’d be the third Goofball. I did one episode where I played their third partner, and I was not even there. They opened up the box and on video I’m getting high with a bunch of grunge kids.

SCOTT AUKERMAN (writer, cast member): I had never seen comedy like that. Just how much they cursed. And how inventively. I’ve never seen people who were so unafraid to take the kind of risks they were taking.

MAYNARD JAMES KEENAN (musical collaborator, guest star): There might be 40 people there, 15 of them are performing. Afterwards, you headed to the bar and there’d be a herd of funny.

OSWALT: It was very inspiring to be around people that were funnier than me. It made me want to work harder and be funnier. As a comedian, there’s nothing worse than being the funniest guy in the room. You just don’t grow.

MARY LYNN RAJSKUB (cast member): I didn’t have any hobbies; it was all about doing these shows and then maybe drinking. Those were, like, the only things I did.

CROSS: Bob’s manager at the time was the legendary Bernie Brillstein, and so he was very instrumental in guiding the show as well. We were definitely being scouted. HBO, because of our content, became the logical place. And because of Bob’s relationship with Bernie and Gary Shandling [Odenkirk played smarmy agent Stevie Grant on The Larry Sanders Show], HBO basically said, “Okay, we’ll give you a shot. Here’s 40 bucks.”

CHRIS ALBRECHT (former HBO chairman and CEO): These guys were individually supertalented. They’d been not exactly in the background but in the service of others, and here was a chance to have them — without a filter. To me, that was always a recipe for something interesting coming out.

TROY MILLER (director): Chris saw the show live at a nightclub and said, “Can you create the same nightclub environment?”

ALBRECHT: There was an energy that we wanted. It felt in front of the proscenium, whereas a lot of comedy feels behind the proscenium. The whole idea of Mr. Show was that it would almost be an extension of the live performance.

MILLER: We went to this place called Hollywood Moguls, a down-and-dirty club in Central Hollywood, to do our pilot.

JOHN MOFFITT (director): The place was so grubby. We had no place to store the sets, so we kept them out back, and these homeless people would shit on them. We had a hooker come in to use the bathroom.

JOHN ENNIS (cast member): The first audience for our pilot — nobody had ever been to an alt-comedy show — had been very poorly vetted and they’re staring at us, going, “Really, this is what we gotta watch?”

KEENAN: Did it have potential? I guess it depends on what you mean by potential. I liked what I was seeing. Was it going to be as huge as Roseanne? I think it was an acquired taste, and that was the beauty of it. The guys were like, “We’re gonna have fun doing this. Most likely no one’s going to get it till it’s canceled.”

The first season of Mr. Show, which HBO premiered on November 3, 1995 at midnight, comprises four episodes (made with the money HBO budgeted for two), with bits largely culled from the live show. Season two in 1996 is really the first full order of shows, with a cast and writing staff.

JAY JOHNSTON (writer, cast member): Paul F. Tompkins and I were in a sketch comedy duo called the Skates. I had heard that Bob and David got a deal with HBO. I knew David from meeting him at a party. I thought he was a bit of an asshole — he was very aloof and smarmy. I get that from a lot of comics when I first meet them. I remind them of the jock in high school that kicked their ass. I was so blown away by the live show and I was like, “Please, I hope this happens.”

PAUL F. TOMPKINS (writer, cast member): Getting to work with Bob and David was really intimidating. I wish I could have appreciated it more instead of being so scared. Bob was not a big small-talker. It was very nerve-wracking to have a casual conversation with him, much less pitch ideas.

BILL ODENKIRK (writer, brother of Bob): Bob’s very self-critical, but he’s also very critical of other people’s ideas. But he was also extremely encouraging of ideas that other people didn’t necessarily see or get right away.



One high point of season one is “The Joke: The Musical,” which features milking machines, a rural glory hole, and Jack Black as the Devil. In season two, Black stars in “Jeepers Creepers: Semi-Star.”



STAMATOPOULOS: One day I just started writing a bit about a lame messiah who didn’t really have any kind of point of view. The term “Jeepers Creepers” is what people substitute so as not to take the Lord’s name in vain.

MOFFITT: It’s the most brilliant sketch maybe of the whole series.

MILLER: It was a smart, satirical look at what was happening with slackerdom. A lot of the people in it worked for free. They drove themselves out to the desert.

SILVERMAN: We were all wearing caftans. It was 110 degrees — so hot, but so fun.

BLACK: Everyone knew each other, and we just partied and had a ball.

CROSS: Nobody knew who he was back then. And now you’re writing for this guy who’s got more talent and energy in his pinky than a lot of us did in our entire bodies.

BLACK: In a way, they launched my career. It’s all their fault.

STAMATOPOULOS: Bob and David put [“Jeepers Creepers”] in that episode with all the slacker sketches, which I thought sort of hurt the idea. I was not a big fan of the second season. I just felt like the themes were dictating the actual sketches. I thought every episode became kind of redundant. We threw that away for season three.

BOB ODENKIRK: We’d pull out the newspaper, and one of us would start doing the crossword puzzle, and we’d start batting around ideas, stuff we saw the night before, stuff we saw on the way to the office.

CROSS: One rule Bob and I had, which was very important and instrumental to the longevity and success of Mr. Show, was to never mention real people in pop culture or politics. Don’t make it an impression of a specific person, but create a character that represents them so it’s never dated.

BOB ODENKIRK: We made each other laugh with our character names I think we saw every one of them as an opportunity to be funny.

CROSS: That is something Bob and I fucking loved to do. My favorite? Van Hammersly, which Bob came up with. It’s just so perfect. There’s nobody named Van Hammersly.

ALBRECHT: [Renewing the show for a third season] was in keeping with what we were as a brand. It wasn’t so much about the ratings, more like, “These guys are really cool. For us to put them on the air is cool.”

TOMPKINS: Every year we had no idea if we were going to get renewed. Unless you are a huge hit, you don’t assume. We had a cult following on pay capable. We didn’t know we were back on until we were there.

POSEHN: I was one of the first to bring it back to everybody that the show was getting a following. I went to Comic-Con and got recognized a ton by smart comedy people. It was crazy. I could’ve gotten so much fat-guy pussy.

BRETT PAESEL (cast member): They really endeavored to make it fun viewing for the live audience. Paul or Patton would do the warm-up. In Hollywood there’s always a warm-up guy, and they’re notoriously lame. On Mr. Show even the party you didn’t see was really good.

BLACK: Me and Kyle [Gass of Tenacious D] would always show up to the tapings just to marvel at the insane hilarity and the vibrant collection of hipsters in attendance.

JERRY MINOR (cast member): It was the cool thing to do — to go to the Mr. Show taping, which Bob didn’t necessarily like. He wanted the audience to be there but didn’t want it to become like an event.

AUKERMAN: It was louder in the theater than it was on TV. Most times when you do a TV show, you’re forced to sweeten and enhance the laughs. A lot of times on the show we would take laughs out because there were way too many of them.



One highlight of season three is “Titannica,” a sketch that Brian Posehn based on the controversy over heavy-metal lyrics. Cross plays a fan of the Metallica-like band whose songs inspire him to jump into a vat of acid, leaving all but his head shriveled.



POSEHN: It comes from a dark place. When I first pitched it, not everybody went for it, but Bob clicked with it right away.

BILL ODENKIRK: David’s [puppet] body looks like a wrinkled cigar. IT made it ten times funnier than it already was.

CROSS: I’ve been in some uncomfortable positions because of my art, but in that sketch I’m hunched in a box with legs out and Jay Johnston is underneath me. He was operating the hands, and I think I was operating the legs. More so than any other sketch we ever did, we really went to great lengths to make the reveal a surprise to the audience.

SILVERMAN: It’s still so funny. I was thinking to myself, “So the joke here is: burn victims are gross?” Anything that anyone held as sentimental was a target.

CROSS: There was literally only one thing that HBO ever asked us to take out. It was a scene where I’m standing with Mary Lynn Rajskub and we’re in 1920s outfits and she’s got a baby and I’m going, “Oh, look at the baby.”

BOB ODENKIRK: She says, “If you love him so much, then why don’t you fuck the baby?” And [HBO] said, “Can you not do that line?” So we didn’t. It didn’t seem like it was too much to ask.



The fourth and final season of Mr. Show premiered in 1998. At the time, Odenkirk and Cross were also working on Tenacious D’s HBO show and were worn a little thin. Still, season four features the Boogie Nights parody “Taint” and the Dadaist pratfallathon “The Story of the Story of Everest.” The series’ ever-changing time slot (which eventually brought them to Mondays at midnight) became a constant source of aggravation.



SCOTT ADSIT (cast member): I think the fourth season is the funniest of all of them.

POSEHN: People didn’t know where to find us, and we’d be replaced by Real Sex and creepy shit like that.

ALBRECHT: Every company has a finite amount of resources, not just in terms of money but also in terms of what they can focus on. Ultimately, we wanted to make sure we could stick as a platform for Mr. Show and for these guys as long as we could.

ADSIT: It was like [HBO was] trying to get them canceled. Everybody was still interested in making it the best thing they could.

STAMATOPOULOS: I was ready for it to end. Tired of sketch comedy. Everyone said they were tired of HBO. I just felt like everyone was a little tired in general.

POSEHN: At one point [we were so wary of repeating ourselves that] we actually had on the wall a sign that said: NO MORE HITLER NO MORE GAY!



In 2001 Miller, Cross, and Odenkirk turned the saga of one of the show’s recurring characters, Ronnie Dobbs — a frequently arrested but lovable hick — into the movie Run Ronnie Run and hoped that, like Python before them, Mr Show could spawn a film franchise.



MILLER: I wanted to make a movie about Ronnie. I thought he was a great antihero. Cops was in its heyday. I thought it would work well for a broad appeal.

BOB ODENKIRK: I thought people could relate to him outside of our audience; people in the South would probably laugh at him. So let’s focus on this, but then let’s get a bunch of sketch-like pieces in it too. And that’s always hard to do, to tell a story and break off for sketches.

MOFFITT: I think it worked much better as a sketch.

ALBRECHT: Film is a totally different medium. TV is more personal. It’s certainly not unprecedented to have something that work on TV not work on film.

AUKERMAN: Why didn’t it work? It was a combination of the script being shitty and the director being shitty.

CROSS: It went straight to DVD and was not even marketed. Going into it, we felt that this was the next step in our progression of being able to work on whatever project we come up with for the rest of our lives. It’s not going to be a blockbuster but it’ll probably make the studio money, and Bob and I will be able to do our next project and our next project. Michael De Luca at New Line was fired shortly after he green-lit it, and in Hollywood whatever’s attached to that old regime becomes the redheaded stepchild. [The released film is] probably our fifth version, which doesn’t even remotely resemble the first draft, and then there was the well-chronicled falling out with the director [over final cut].

MILLER: There was no tension during the shoot at all — only all the politics and the crap that came after.

CROSS: We were genuinely enthusiastic with the marketing guys: “Whatever you guys want, we know our audience.” And what we didn’t realize then was they were just humoring us. That meeting was a complete waste of time; they never intended to listen to us. After that meeting, it began to sink in: We’re fucked, we’re done, we’re not getting another chance. There was a slight sense of embarrassment about the enthusiasm. We had ideas for the soundtrack. We were gonna get Cat Power and Pavement. We had a list. We’d gone out to people. The guys at New Line, nobody knew who the fuck Pavement was. They didn’t give a shit about Cat Power.



In 2002, Odenkirk and Cross toured with some of the original cast members in a theatrical revue called Mr Show: Hooray for America! Over the past decade, Mr Show has found a new generation of fans via both DVD and YouTube. Many of the supporting performers have become stars themselves: Scott Adsit on 30 Rock, Tom Kenny as the voice of SpongeBob SquarePants. Adult Swim’s Tim and Eric Awesome Show, Great Job! (on which both Odenkirk and Cross have appeared) and MTV’s Human Giant are clearly heirs, but Mr. Show’s influence runs even deeper.



KENNY: I’m amazed at how often Mr. Show still comes up. I was reading to kids in a school out by Seattle, and they were going nuts. It was SpongeBob talking to kids about literacy. And this teacher, a young guy, comes up to me and whispers, “I loved you on Mr. Show” — almost like, “If they ever found out I was watching a show about priests with bananas up their asses, I’d get fired from this teaching job.”

ADSIT: People walk up to me and say, “You know I’ve got a five-inch taint.”

AUKERMAN: It’s always [the] taint [sketch]! I love that people love the show, but that was a really tough one because I’m naked in it — it’s like someone recognizing someone they saw in Hustler. “Hey, aren’t you Courtney Cummings? I’ve seen your pussy.”



In January, IFC began airing Mr. Show, featuring Aukerman’s new interviews with many of the show’s stars.



AUKERMAN: I’m happy people are discovering it. Monty Python only got big in America because PBS started airing the repeats.

GAROFALO: I’ve been watching it on IFC. It’s laugh out loud funny still. Good comedy is timeless. But also you feel like you know Bob and David. They’re just authentic.

OSWALT: I don’t think it’s a ‘90s thing. I think Mr. Show is a being-young-in-the’90s thing. If Bob and David do something together again, it will have a much different flavor because they’re not young. The show was very much an emotional autobiography of the two of them at that time — there’s a total snottiness to it — and they very much own that.

BOB ODENKIRK: The live show was really fun, and every time we’ve gotten together, we talk about doing another one. We have a few funny sketches, and we’ve got a bunch of funny short films we’ve written. The problem is that I have kids, and I just can’t leave for the kind of time you need. I told David I would love to do it in like three years. Right now I just can’t do it. I need to be a dad.

CROSS: I couldn’t be prouder of anything more than I am of Mr. Show. I think we’re very wise in the way that we approached it. Those initial parameters we gave ourselves are why it still shows up. It’s about the idea of the piece — and not making fun of Kim Kardashian.