On a January afternoon in Los Angeles, Matt Besser, one of the four founder-owners of the influential comedy company the Upright Citizens Brigade Theatre, faced an undesirable task. Seated with the theater’s L.A. artistic director, Beth Appel, on the stage of the UCB’s cavernous Sunset Boulevard space, Besser faced an audience of UCB talent and staff reeling from a series of sudden losses: the closure of UCB’s East Village location, layoffs in New York and L.A., and programming cuts at both the company’s L.A. theaters. Now, Besser had to explain what went wrong and how he planned to make things better. “I can’t go up here and say I promise you UCB will be open forever,” he said. “But obviously we’re doing our best.”

It was an unpromising message from an unpromising messenger. At a New York staff meeting barely a month earlier, Besser had handily dismissed concerns that UCB East might close. The UCB workforce’s faith in UCB’s owners—the performers Besser, Amy Poehler, Matt Walsh, and Ian Roberts—has diminished sharply in recent years, as tensions have grown on multiple fronts: the owners’ policy of not paying performers, their relentless focus on growth over sustainability, and their lackadaisical leadership, embodied most recently by the company’s 2017 move of its flagship New York theater from Chelsea to a widely disliked location in Hell’s Kitchen, whose 15-year lease they apparently signed unaware of the company’s massive deficits. (Besser told staff this past December that a TV development deal had “masked two years of deficits.”) Then came the death of UCB East, which closed on Feb. 9. The theater hired a CFO in December to get the business back in order; she resigned in May. This has all occurred against the backdrop of a comedy ecosystem rapidly losing oxygen: Digital platforms are shuttering or shrinking; TV writer pay is diminishing; it’s getting harder to make a living as an actor. At the base of the pyramid is UCB, the popular, beloved talent incubator that pays none of its talent and yet still can’t keep the lights on. But it’s much more than a pipeline; it’s a bellwether for the health of an industry hobbled by corporate consolidation and the circling vultures of private equity. The questions it faces now are questions facing everyone in comedy, indeed in all of media. Can the old ways survive? Should they? If they don’t, what’s next?

Central to UCB’s school of long-form improv—the innovation the theater brought to the art form—is the notion of game: the identification, by the performers in an improvised scene, of the scene’s central absurdity. Seven nights a week at the company’s remaining theaters, admission cheap or free, audiences see that absurdity expertly heightened until it reaches a peak of hilarity or descends into chaos, ending either way with a sweep or a blackout.

For performers, the UCB elevator pitch is simple and seductive. It offers comedians the best classes $450 can buy, a vast network of collaborators, and access to well-attended stages in the entertainment industry’s twin capitals. It produces more widely varied shows than its (paying) peer Second City and boasts a larger talent pool than the Groundlings. Then there’s the cultural cachet afforded by its long list of celebrity alumni: Ellie Kemper, Jason Mantzoukas, Ilana Glazer, Abbi Jacobson, Jack McBrayer, Ben Schwartz, Kate McKinnon, Nick Kroll—the list goes on.

For UCB’s founders—who declined to comment through a representative—the pitch is personal. They started collaborating in Chicago in the early 1990s, studying under long-form improvisation gurus Del Close and Charna Halpern. In 1996, they moved to New York, performing and teaching out of a dance studio until they opened their own space, in an former strip club, in 1999. This was well before long-form improv was the pillar of popular comedy it is today; Besser has likened the UCB Four to Marco Polo “bringing silk from China.” UCB back then was messy, cheap, punk, low-overhead, totally noncompliant with fire regulations—eye-opening and career-defining for a generation of artists who would give it the profile it has today. “In New York City, improv was very un-cool and dumb before the UCB got there,” longtime UCB teacher Will Hines said in an oral history by Uproxx. “Without the UCB Four, or somebody just as impactful, improv never would have taken over New York City.” And following New York, improv took over the world, planting its seeds in comedy scenes from Oklahoma City to Reykjavik, Iceland; in sitcoms; in the studio comedies from directors like Paul Feig and Adam McKay that are often now substantially improvised; and in a comedy podcasting market now worth millions of dollars thanks in no small part to UCB alumni.

Today the UCB brand encompasses three (previously four) theaters in two cities, two training centers, a touring company, a corporate training program, a production studio, an ad-industry partnership, and a TV show, with deals to develop more. The founders see their hands-off management style—the same style that made it possible for them to be unaware, for years, that their theater is running at a deficit—as ensuring that UCB gives young comedians what they wished for early in their careers: a ready, lit stage where you can do whatever you want, even if it bombs, without ever worrying about selling enough tickets to pay for the space. They also see this mission as fundamentally at odds with compensating artists. “We can’t just do what we’re doing now and have this many people onstage” under a paying model, Besser said in the January meeting. “That’s just economically impossible.” Roberts added that paid talent would necessarily take fewer creative risks, though he used an example of such risk unique to UCB, where some legendarily lauded performances have trended to the scatological: “Once they pay you, you get told what to do about it,” he said. “ ’Cause you’re not gonna not sell out that show if I’m paying you, so you’re not gonna piss in a jar—and that stuff can be pretty funny.”

What the UCB4 have never substantively addressed is that their model already limits who gets onstage and what comedy gets made there. “When you’re making a choice to not pay the artists, you are actually making the choice to discriminate against people of color and women and people with disabilities,” said David Mack, a Los Angeles–based theater administrator and advocate for fair pay in that city’s intimate theater scene, which overwhelmingly relies on unpaid artists. UCB’s most practical approach to fostering diversity is a program that offers a limited number of training center scholarships. This measure is critical, but it does little to erode the inequality of the system students train for—one that demands they not only work for free but also that they pay their improv coaches or sketch directors. It’s a system, in other words, that is inherently discriminatory, and one for which UCB has received persistent criticism.

“UCB does not care about black people or minorities,” Oliver Chinyere bluntly wrote in a 2015 essay announcing his split from the theater over diversity issues. This past February, his concerns were echoed in an essay by Dominique Nisperos, who described not only a range of racial discrimination but also sexual assault by a performer who would later sit before her on an audition panel. “All of these things individually hurt, some of course more than others,” she wrote. “Taken as a totality of shittiness, they create an overwhelming impetus to quit comedy or at least UCB.” These effects ripple from comedy theaters to new media companies to Hollywood’s overwhelmingly white and male TV writers’ rooms. This is not to say UCB is responsible for issues across the industry but that it has a normalization effect: Devaluation at the ground floor, for instance, acclimates workers to devaluation elsewhere. And discrimination at the bottom of the ladder limits who reaches every next rung.

What the UCB4 have never substantively addressed is that their model already limits who gets onstage and what comedy gets made there.

Even those who succeed in that system can find it alienating. Eric Koeppel is a sketch writer who got as far as a sketch writer can go at UCB: Maude Night, the theater’s prime sketch-comedy showcase. It was exactly what he wanted, until it wasn’t. “One of the reasons I left LA is I no longer have a desire to work in the entertainment industry in its current state, and my time at UCB played a big part in that realization,” Koeppel, who moved away in 2018, told me in an email. “You work your way up through these expensive classes with the goal of getting on a house team and then once you’re on a house team you kind of just become a free worker.” Career advantages that UCB has traditionally given its performers in lieu of payment include stage time in front of casting agents and access to auditions, but a current New York house team member, who requested anonymity to discuss UCB candidly, argued that even these are diminishing. “Casting agencies aren’t hauling out to 42nd and 11th Avenue,” this person wrote in an email. “Audition opportunities through the theater have dwindled and are mostly non-union, low-paying gigs. I don’t see this turning around anytime soon and it might even be a good thing for this whole deck of cards to collapse. The structure is fundamentally flawed.” Craig Lechner, a director at Impossible Casting, suggested the issue is less location than saturation. “Improv has become ubiquitous,” Lechner said. “You can see the same people at UCB in tiny little black box theaters somewhere in Queens or Brooklyn doing the same schtick.” (The theater’s New York artistic director, Michael Hartney, resisted this line of criticism in a December meeting, arguing that casting directors have not stopped coming to UCB.)

Unless the theater restructures as a nonprofit—a plan the owners have resisted—UCB’s survival rests on its ability to increase sales (of tickets, classes, corporate gigs, and partnerships). As the UCB4 have explained in recent months, their immediate strategy includes raising ticket prices, asking talent to ramp up their unpaid promotional efforts, and renting out unused space. There are no plans to pay workers, although Besser has expressed equivocal openness to the prospect. “I could go for a lot of different models, but it’s anecdotal what everybody wants, and I get so much talk from everybody saying completely different things,” he said in January. “I would love to stop being in the middle of all this drama. I would love to get a paycheck when I get onstage. But it’s like, does that mean every open mic in the city, you get paid for? I don’t know. I wouldn’t mind that too. If that’s the system, if that’s what we’re going to make the comedy world, that would help me. I don’t think it would help a person in their 20s trying to find their comedy voice, though.”

Clearly any structural shift will require a shift away from the UCB philosophy that pay is antithetical to opportunity. This has been the same argument wielded by small, nonunion L.A. theaters during a decadeslong fight to skirt minimum wage laws and equity rules: that paying minimum wage would force them to produce drastically fewer shows or close entirely. Kyle Nudo, an L.A. theater artist and labor activist currently studying in London, says this logic is false. “To say that there would be fewer opportunities assumes that employers are incapable of changing their business models,” Nudo told me over email. “It also assumes that externalizing operating costs to the workers is the right and only way to do business. How is that sustainable? Sustainable for who? The theatre, surely—but only as long as they can get away with it and [until] the law catches up with them, or before artists simply give up on that organization.”

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I have spoken with many artists who gave up on UCB. What they have uniformly found is that life and comedy go on without it. One former house team performer told me that leaving UCB allowed her to rediscover herself as an independent artist. She drew on her background as a musician to book comedy shows and rent spaces for improv classes—and she made money doing both. Another drifted apart from the theater after she was cut from her house team for no reason, her coach told her, other than an arbitrary shake-up by management. “It was super brutal in the immediate aftermath,” she said. “I emotionally wasn’t able to keep going back into the UCB community, where I just felt really ostracized.” Instead, she doubled down on her acting career, eventually running into old UCB acquaintances at auditions; she recalls hearing them ponder whether they should start taking classes outside UCB. “There’s a huge big fucking world out here,” she said.

I have spoken with many artists who gave up on UCB . What they have uniformly found is that life and comedy go on without it.

After a decade performing at the theater, Joe Hartzler found himself struggling to get shows on the schedule. His team took a weekly slot at another L.A. space, but he says UCB told the team it didn’t want them performing at other theaters; they ditched that show and UCB soon stopped booking them anyway. Hartzler, who had been performing seven nights a week for years, started to feel the burn. “I was throwing myself at an organization that was too big to notice,” he told me in an email. Eventually he stopped teaching, too, and started criticizing UCB publicly, a move he looks back on with some regret. “I think Besser took it personally,” he recalled. “But I was tired of a system that operated through back channels and political maneuvering, nepotism, chaos.” He stopped getting invited on Besser’s podcast; he stopped getting notified about all-theater meetings. He turned his energy toward auditions, learned to shoot and edit video, and started a YouTube series and a livestreaming show on Twitch. “I’ve taken back control of my craft,” he said. “It’s mine. I have total control over my creative output. And I don’t have to pay a coach.”

Is UCB done for? Does bankruptcy loom? Or can the theater survive? There are no easy answers; the hard answers aren’t all that pleasant. If the UCB4 cannot steer the ship out of this crisis, whether by implementing more sustainable practices or selling the business to someone who will, the theater will close. Its workforce in both cities will find homes in other theaters and in the DIY scene. Other improv theaters, of course, following UCB’s lead, suffer the same inequities as UCB. The DIY scene is a vast structureless ecosystem geared, like those theaters, toward the success of those who have the time and ability to perform years of unpaid labor: to rent out spaces, to do free shows, to buy props and costumes, to hire technicians, to be their own publicists, to plot their own future unburdened by all manner of discrimination. There is no solving the inequity at the ground floor of the comedy industry without a concerted labor effort. But a concerted labor effort is Sisyphean in an environment that by design turns all its workers into freelancers.

Losing the UCB would mean losing a crucial part of recent American comedy history, and a beloved home to scores of talented comedy workers. But saving the UCB might be even worse. If it somehow stays afloat without major structural changes, hundreds of workers will keep working for free. And paying for the privilege. And UCB’s rent will keep rising—and ticket prices, and tuition, and rent again. And over time, UCB will join the rest of the comedy ecosystem in edging all but the wealthiest comedians out of the industry and all but the most irrelevant comedians off its stages and our screens. It’s a bleak future. It’s also, in many ways, the present.

In improv, a good game is grounded enough in our reality that you care about its characters, yet strange enough that you want to plunge deeper into theirs. The game UCB has been playing is simple. It started with the absurd notion that an underground DIY space could become an expanding business and a major industry player; that it could operate four theaters and a massive school in two cities while maintaining its rebellious, punk-rock credo. For many years it seemed to work. Then that fundamental reality slipped away. Now we are seeing the chaos that follows. The only question left is whether the players will find a way to end the scene before the lights go out.