'SNL' Stars, Sex in the Green Room: 40 Wild Years of The Groundlings

Everyone from Kristen Wiig to Kathy Griffin recalls the creativity and brutal competition that sent Will Ferrell, Cheri Oteri, Chris Kattan, Phil Hartman, Jon Lovitz and others to work for Lorne Michaels -- or on to even greater success.

A version of this story first appeared in the Sept. 27 issue of The Hollywood Reporter magazine.

Probably no institution has shaped the contours of modern American comedy more than a vest-pocket theater housed in a former massage parlor on Melrose Avenue in Los Angeles.

Founded in 1974 as an outgrowth of an acting class taught by Gary Austin, a veteran of San Francisco's The Committee improv troupe, the Groundlings Theatre has launched hundreds of careers in TV and the movies. Since the casting of Laraine Newman in 1975, Groundlings alumni have profoundly influenced the direction of Saturday Night Live: The characters made famous on the show by Julia Sweeney, Phil Hartman, Jon Lovitz, Chris Kattan, Will Ferrell, Cheri Oteri and others were born on the Groundlings' stage.

To find out how a tiny theater came to have such an outsized and ongoing influence on comedy -- alums including Melissa McCarthy have scored 15 Emmy noms -- THR interviewed Groundlings vets from four decades (their tenure in the theater's Main Company is indicated in parentheses). Their recollections range from backstage trysts to loving remembrances of the late Hartman -- and, always, the serious work that the theater demands for those who want to be seriously funny.

PHOTOS: 40 Wild Years of The Groundlings

GARY AUSTIN (FOUNDER, 1974-79) I was an actor in The Committee in San Francisco. I moved down here, and I was broke. I went to the Hollywood Unemployment Office, where I used to stand in line with Penny Marshall, and I got to the window and the woman said, "Due to a technicality, you are no longer eligible." I panicked and called Howard Storm, who was teaching at the Cellar Theater on Vermont. That was a Thursday. I started teaching on Monday night. Fred Roos, who was the head of feature casting at MGM, gave me 75 names and phone numbers. Tracy Newman, who was my friend, helped me round up a bunch of people from the Comedy Store. So my first night teaching, I had 21 students. I taught for one year, all kinds of people came through. It became kind of a magnet.

TRACY NEWMAN (1974-76) It was a bunch of people who had theater backgrounds and some in music: Archie Hahn, Valerie Curtin -- Jane's cousin, from The Committee -- Barry Levinson, Craig T. Nelson and Rudy De Luca, who ended up being a writer for Mel Brooks.

AUSTIN We improvised scenes and monologues, and we did scenes from Pinter and Moliere and so on. And after a year of doing that, I said, "Let's create a company." We created The Groundlings. I thought of the name. It's from Hamlet's speech to the players: "Speak the speech as I pronounced it to you trippingly on the tongue and split you not the ears of the groundlings, who are capable of nothing but dumb shows and noises."

LARAINE NEWMAN (1974-75) I had just graduated high school. I had been away to Paris, studying mime with Marcel Marceau. I came back, I spent three months at CalArts and hated it. My sister told me about this workshop.

TRACY NEWMAN I knew she was funny, but I had no idea how funny in front of other people.

AUSTIN We started doing shows at Santa Monica and Western, the Oxford Theater. We did it every weekend. Everybody in Hollywood, it seems, came to those shows.

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LARAINE NEWMAN New people started being in the company, who became directors and writers in Hollywood: Bill Steinkellner and Cherie Steinkellner, who went on to run Cheers. Tom Maxwell ran Just Shoot Me!

TOM MAXWELL (CREATIVE DIRECTOR, 1977-89) I was in film school at USC and saw this flyer for an improvisational workshop. I met my writing partner there, I met my wife there. I stayed 17 years.

AUSTIN I told Larraine, "Go home and write three monologues in three different characters, bring them back tomorrow, and if they're good enough I'll put them in the show." So she comes back 24 hours later with three complete, brilliantly written and memorized monologues. Those were the three monologues that got her Saturday Night Live.

LARRAINE NEWMAN The monologue that I wrote -- "Sheri, the Valley Girl" -- ended up in the Godfather therapy scene [on SNL].

AUSTIN Just before Saturday Night Live, Lily Tomlin did a special called Lily [1974], which won a ton of Emmys.

TRACY NEWMAN She used about seven people from The Groundlings in that.

AUSTIN One of the producers [of the special] was Lorne Michaels. And I directed some of it. Lorne and Lily hired Larraine to be featured on the show. After that, Lorne brought her into the original cast of SNL. Lorne asked me to direct the first season. There were a million reasons why I turned him down: Had I split, there would have been no Groundlings, and none of those people who are famous from The Groundlings would have been famous.

TRACY NEWMAN So Larraine packed up her costumes and drove across country with her boyfriend -- and the minute she got to New York, all her costumes were stolen.

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LARAINE NEWMAN Lorne told me it would be a cross between Monty Python and 60 Minutes, and I had never heard of Monty Python -- but I acted like I did. It sounded like it would be fun. I had no idea what I was doing.

AUSTIN I started crying. I mean I literally had tears in my eyes when Lorne said he was taking Larraine. I was very close to her, and she was my kid in a way. And he said, "Gary, let me tell you something, Larraine is going to become a huge star and she's going to pay you back one way or the other."

TRACY NEWMAN Back then, a lot of people in The Groundlings were already working, like Archie [Hahn] and Liberty [Williams] -- Liberty was in commercials and playing Rhoda's sister on The Mary Tyler Moore Show. Lorne was interested in her, too, and Archie, but why would they go to New York to do something where it may not succeed when they were already making a fortune out here?

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PAUL REUBENS (1974-80) Archie was kind of a legend at The Groundlings -- and part of his legend was that he turned down SNL. SNL was always a big force at The Groundlings. Just something that we all kind of were like, "If you're successful, this might be an option."

KATHY GRIFFIN (1985-92) The night Lorne came, Lisa Kudrow, Julia Sweeney and I were all auditioning for a spot, and he picked Julia. Lisa and I were crying that night at a diner somewhere. [Later] I was on a little show called Suddenly Susan for four years; it changed my life. She became f---ing Phoebe [on Friends]! We didn't understand there were other things. We all thought it was only about getting on SNL.

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TRACY NEWMAN I think that once The Groundlings became the training ground or a farm company for Saturday Night Live, the group dynamic and camaraderie probably disappeared to a certain extent. It became a little bit dog-eat-dog. Even when I was there, it was already starting to be dog-eat-dog.

GRIFFIN We had to audition our sketches for one another before they went onstage. And, let me tell you, that's a Michael Vick dogfight right there. So you're with your friends and you guys all love each other, but it's extremely competitive. It's like football. And there are cuts just like football at every single level, and it's all about not getting cut. And then once you don't get cut, trust me, you never get comfortable. Because the weekend Lorne Michaels comes, you want to be picked.

KRISTEN WIIG (2004-05) The most important thing I learned there was how to write and really hone characters. I averaged about five sketches a week. Learning what it means to truly collaborate was a crucial skill when I got to SNL.

REUBENS My whole career is as a result of not getting SNL. I mean, I was almost on SNL. I was one of the 22 finalists. I knew I wasn't gonna get it ahead of time, before they officially told me. I literally, at the airport, called my parents and borrowed some money to produce The Pee-wee Herman Show.

AUSTIN I remember the moment he was first Pee-wee Herman. It was in a workshop being run by Phyllis Katz. She wanted to satirize The Comedy Store; she told each person to pick a type of comedian. Paul was the only one who couldn't come up with an idea. I suggested Just Jeff, an 18-year-old kid that Mitzi [Shore] would put on at 2 a.m. Just Jeff looked like Sirhan Sirhan. He would go onstage with a grocery bag full of props and do humor that wasn't funny. So I told Paul about this guy. He immediately got onstage and the Pee-wee Herman voice came out. He says to me at some point, "I don't know what to wear." I said, "Well, I have an old gray suit at home." So he shows up with white patent leather shoes, a white dress shirt and a red bow tie, puts it all together -- the costume never changed. His character was bratty and hostile. He bought these little Tootsie Rolls, the tiny miniature ones? And he would throw them into the audience and actually hurt people. I said, "No, you can't do that." So my contribution, I think, was to make him more gentle and loving and liked by the audience. He used to be a real ass.

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REUBENS When I did The Pee-wee Herman Show there at midnight, there would be 20 or 30 people in the audience for the [Groundlings] late show, and during that show the lobby would fill up. 'Cause my show was sold out. We had a waiting list of hundreds of people. It created a little bit of an awkward situation for me within The Groundlings because I had this extremely happening and successful show and we still weren't selling out the late show. Robert De Niro and Martin Scorsese came when they were researching The King of Comedy -- if you screen it, De Niro's wearing a bow tie.

AUSTIN I left in '79. A division developed in The Groundlings toward the end of my tenure. I was the head of one division, people loyal to me, and then Tom Maxwell, who was artistic director after I left, who used to be my best friend before that, was the head of the other group. And a huge fight happened between these two divisions. The good vibes, the love had dissipated into something else. When I created The Groundlings, I created what we jokingly called the Austin Manifesto: "This is a laboratory where we all meet to create our work, whatever that work is. And we will take our work into the industry and create careers for ourselves. We will always have a home to return to, to work on our work." And it wasn't that anymore, it had become, "Let's just use it and get the hell out."

MAXWELL As I recall -- and again, this wasn't last week -- Gary announced he was resigning and it was … I mean, he had not discussed it with me prior to that.

TRACY NEWMAN It got very divisive between Tom and Gary. Gary has a whole other attitude about stuff. Gary had no business being a businessman. Tom didn't either, really. He is very creative and artistic but unlike most creative people is very responsible. He was the guy who made sure the show got done.

MAXWELL Gary had this vision. It takes a certain kind of energy to get something started from nothing, and he certainly had that. He had an energy and vision about what this could turn into and what it could be.

GRIFFIN Sometimes we would do shows that would bomb so badly that we would have a circle of tears afterward, and the whole cast would just go to the stanky back room with the ugliest couch you've ever seen. I personally f---ed three guys on that couch. I can't speak for the other girls.

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JULIA SWEENEY (1987-90) My first husband, Stephen Hibbert -- we made out so often backstage. Until, after we were married, I found out how many others he'd made out with -- I'm not judging, I was getting around myself.

GRIFFIN Certainly everybody was sleeping with each other, the normal campus high jinks.

LYNNE STEWART (1982-86) Tracy Newman said, "If you're with somebody and go to The Groundlings, you're going to break up."

CHRIS KATTAN (1995-97) Kathy Griffin and Lisa Kudrow were my teachers -- Lisa and I used to take smoke breaks. It was good to know that someone that brilliant was just as neurotic as I was.

LISA KUDROW (1991-93) In the writing lab I got the feedback: "We need to see you do a dumb girl, because you just never ever do it." And because of that I was recommended to Robin Schiff, who was writing a play called Ladies' Room, and she needed two airheads to come out of the ladies' room, Romy and Michele. And that was the inspiration for the movie, these two characters who were onstage a total of five minutes. Groundlings really pushed me to try things that I didn't even imagine that I could do, like playing an idiot. And then I spent the rest of my life playing an idiot.

ANA GASTEYER (1995-97) There's a lot of fundamentals to the acting program, which really sets it apart.

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JIM RASH (2000-13) There are basically six levels: Basic, Intermediate, Advanced and Improv. And then you move into our Writing Lab series, and if you make it through all those elements, you are asked to join Sunday Company, which is basically our farm team. And you can spend anywhere up to a year and a half in the Sunday Company. And any time during that time, you may or may not be voted into the Main Company.

WIIG I was there six years, but honestly it felt like 27.

MAYA RUDOLPH (1998-2002) The goal is to work your way into the [Main] Company. When you're standing around in the hallway and you see all the pictures on the wall of the current Main Company members, I would see all these faces that I never saw [at the theater]. I used to play this game -- the people we'd literally never performed with, we'd go, "Get the f--- out, Get the f--- out, Get the f--- out." We're like, "Make room for us, we want to be in the Main Company, you know, get the f--- out, make some room for us kids." Then, my second or third year on SNL, I get a call: "Hey, Maya, um, we need some more space in the Main Company, so would you mind stepping down?" I was devastated because I'd worked so hard to get there, but I knew she was right. I'm not there, I get it. I'm literally the creator of Get the F--- Out. So I got the f--- out.

CHRIS PARNELL (1996-98) What is so great about The Groundlings is the process of elimination that happens all the way up the chain. You have got to get that mark of approval at every level. You might be asked to repeat the class, you might be asked to leave. So by the time you make it into the Sunday show, you are guaranteed that people are going to be at a certain skill level, and then in the Main Company, even more so.

LARAINE NEWMAN It's like a salmon run.

GRIFFIN The Groundlings really is training for all of show business. The way that they have their system of checks and balances and when they cut people and when they let people kind of flourish is really kind of a microcosm for all of Hollywood.

TRACY NEWMAN When someone like Phil Hartman appears on the horizon and the first time he's on stage, you see that he's like the best one here and he's never done this, it's daunting. You know, Phil Hartman, while I wouldn't call him a genius or terribly original, he was like Danny Aykroyd, just shockingly good and committed. Phil's level of commitment is what made him brilliant.

AUSTIN Phil Hartman, as good as he was, it took him a year or two to get into the shows. Not because he wasn't good but because he had to create a lot of material to compete with the other people.

STEWART When Phil was at The Groundlings, he was hot. I mean, he was our resident sex symbol.

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TRACY NEWMAN One time, Lorne was standing back in the back of the theater, clearly looking at fish in a fishpond, ready to take somebody. And I remember saying, "You should take Phil Hartman." And he said, "No, I'm interested in Jon Lovitz." Knowing Phil, I thought, "How could you not see it?" A couple years later, Phil made it to SNL because, I think, Jon had pushed for him. And I ran into Lorne at a party at Larraine's and I said, a little bit cockily, "So, how does it feel to have Phil Hartman on the show?" And he said, "Tracy, I don't even have to go into work." Because Phil filled every need. He literally could do anything and would commit to everything with the same kind of energy and fun.

GRIFFIN Cheri Oteri was a secretary at A&M Records. Cheri would get us free CDs, and we thought that was the coolest thing. Like, we were thinking, "Why would you want to be on Saturday Night Live when you could be at A&M Records?"

CHERI OTERI (1994-95) Bands on SNL my first year, like Blues Traveler, would be like, "Aren't you that girl from the office?"

GRIFFIN Will Ferrell and Cheri Oteri were genuinely good friends when they wrote all those amazing sketches together. And it was very exciting to see those sketches go from our little Groundlings stage to Saturday Night Live.

WIIG I first did the Target lady at Groundlings, also Aunt Linda the movie critic on "Weekend Update."

OTERI I was always so excited to see how [Ferrell] would do something that I wrote because he was just so hysterically funny. I had written a sketch where I was a kid who allowed to visit the cockpit and I cast Will as the pilot. And when I wrote it the pilot's name was Captain Chase. And when that got on Saturday Night Live, Lorne asked me to [cast] Chevy Chase as the pilot. All those years before I had written the sketch and picked the name Captain Chase and had to change it because Chevy Chase would be doing it.

RUDOLPH I think it was Cheryl [Hines] who used to sing this song -- if anybody in The Groundlings got a job, she'd start singing, "And the system works!" It was a system, it was a way of learning that gives you tools and a language you carry with you. I really did see that strength, and I can still see it with people who come from The Groundlings. I've noticed it lately on SNL in Taran Killam. I'm like, that's totally a Groundling; he knows how to find his strengths and bring them but also be in other pieces and make the sketch better, not suck all the energy in his direction.

GRIFFIN If I start something and the audience isn't into it, The Groundlings taught me to switch gears, let go of what you thought was gonna happen, listen to the audience -- they're gonna tell you loud and clear what they're into, and do it. Please them. Make them laugh. That's what it's about. A big part of my act to this day is I voraciously read the paper, cover to cover, I watch CNN around the clock. "Kathy's going to be playing a political figure in this next sketch, who is she?" and the audience yells "Diane Feinstein" and you don't know who that is, you look like an idiot. The Groundlings taught me loud and clear you'd better be up on your shit.

STEWART A wonderful thing about The Groundlings is also, besides doing characters, you can work on the character of yourself.

REUBENS I'm a real snob when it comes to talent. I want to be around super-talented people, and I always felt that's who The Groundlings were, always. I mean, from the first show I ever saw there, I was blown away by the talent on the stage. We just did The Pee-wee Herman Show again after, I don't know, 25 years, and standing out on the stage, doing some of the exact lines that we had written 25 years ago with the same people. It was incredible.

MAXWELL What it became was a place where people could go meet kindred spirits. And find out how good they were.

Additional reporting by Tim Appelo, Alex Ben-Block, Stacey Wilson, Alison Brower, Brandon Kirby and Rebecca Ford.