Lisa Kudrow and Michael Patrick King have each left indelible marks on television: Kudrow for her winning portrayal of the character Phoebe on hit NBC sitcom Friends (1994–2004), and King as a writer, director, and eventual co-executive producer on the HBO series Sex in the City (1998–2004). But their most remarkable contribution to TV is something they conceived of and worked on together: the short-lived HBO series The Comeback, which ran for only 13 episodes in the summer of 2005. The show revolves around the unforgettable character of Valerie Cherish (played brilliantly by Kudrow), a faded sitcom actress so determined to regain her celebrity she agrees to be the subject of a reality show documenting her return to television (playing the thankless role of “Aunt Sassy” on a sitcom called Room and Bored). A penetrating and often brutal satire of reality TV, sitcoms, and show business in general, The Comeback received three Emmy nominations, including best actress for Kudrow and best director for King, despite being canceled after only one season.

Tod Lippy: Lisa, didn’t the character of Valerie Cherish originate with a sketch you did when you were part of the Groundlings improvisational-comedy troupe in L.A.?

Lisa Kudrow: It was actually a character monologue: an actress on a talk show who was phony and self-serving. That was it.

Michael Patrick King: An unnamed Valerie…

LK: I called her “Your Favorite Actress on a Talk Show.” She talked about how she hadn’t worked in a while, and it was all just spin, spin, spin. It wasn’t much appreciated there because my sensibility didn’t always translate to a big sketch-comedy context. [Laughs.] But that character was really just like a grain of sand compared to what Valerie is in The Comeback. When you take an idea like that to Michael Patrick King, he whips it into this gorgeous character.

Let’s talk about that process a bit. My understanding is you both knew each other before you worked together on this…

MPK: My friend John Stark was at the Groundlings, so I had seen Lisa do things there, and I was aware of her very unique energy. I once saw her do a sketch as Audrey Hepburn on a fishing show, which was not an accurate Audrey Hepburn, but that wasn’t the point: It was the most absurdly brilliant idea. And of course I had a crush on Lisa because it’s impossible not to. Later on, we were both working on the Culver lot—Lisa was on Mad About You and I was running my first show—a failed sitcom with Shelley Long that I had been brought in to fix, and as it turns out, you can’t fix stuff sometimes—and Lisa and I would get together and complain about showbiz.

LK: I don’t think I was complaining. I think I was thrilled at this point.

MPK: I’m not saying we were bitching—it was more funny. Like—“what’s going to happen to me today?”

LK: Right. “What a brutal business this is.” We had heard tell of it…

MPK: And then, years after that, we had the complete opposite of that relationship. We were in this weird grown-up show business relationship at the Golden Globes at our separate tables every year.

LK: I would literally have to move out of the way so that all of the Sex and the City people could get up to receive the awards they beat Friends out for every year. [Laughs.]

MPK: It was this amazing and strange knew-each-other-in-different-time-periods thing. We had always had an emotional connection, and now we were playing these other parts. Then one day Lisa called me up and said, “Let’s have lunch,” and we went to the Beverly Hills Hotel.

LK: Actually, our agents called each other.

MPK: Oh, the agents called! That’s right—we were both done with our respective shows, and they wanted to get the two of us together. And at lunch, Lisa said, “I have this idea…”

LK: No, the first thing was—

MPK: I don’t remember.

LK: You don’t remember! [both laugh] We sat down, and we looked at each other and said, “So, it’s good to see you.…” And Michael said, “I have to tell you, I really don’t see myself doing a sitcom, and I don’t really see you in this, like, shiny multi-camera thing.” And I said, “No, I really don’t have an interest in doing another show. The only thing I could ever see myself ever doing”—and then I started telling him this very vague, not-at-all-fleshed-out idea of an actress who is so desperate to be in the limelight that she agrees to be in a reality show called The Comeback. And we sat there for four hours.

MPK: Once we started talking, it literally just flew, didn’t it?

LK: Oh my God, I think we pitched it two weeks later. It was ridiculously fast.

Who did you pitch it to?

MPK: Well, we knew it was going to HBO because that was where I had some heat and power, and everybody wanted Lisa at that time. I’m not kidding you—everybody wanted Lisa. The idea that she was returning to television a year after Friends was a big deal. So we pitched it to Carolyn Strauss at HBO. I think the thing that made her laugh the hardest—and I knew it would—was the idea that in the pilot, Mark, her husband, is noisily defecating during Valerie’s personal video diary. [both laugh] In the meeting, Lisa actually did the video diary improv—it wasn’t scripted yet—and I would make these farting noises, and Carolyn laughed. I’m telling you, from then on, we just railroaded it down their throats.

So you hadn’t written a pilot script at this point?

MPK: No, we wanted the idea to be bought first. It was hard for HBO, quite frankly—all egos aside—to get it.

LK: No, they didn’t get it. I think they actually said it out loud at one point: “You know what, we don’t fully get it, but go ahead.”

MPK: It was hard for them not to say yes to us, because we were bound and determined.

LK: And you were Michael Patrick King.

MPK: Well, I had come off of a hit, and Lisa had come off a hit, so it was hard for them to say no. And Carolyn has a great sense of humor, so she understood the dark stuff. But I don’t think they understood the whole concept.

LK: It’s very hard to describe.

MPK: And then when we wrote the pilot, we had a blast.

Can you talk about your writing process a bit?

MPK: Lisa is a brilliant, brilliant writer. Brilliant and also ruthless. She’s not at all indulgent. As we were writing the pilot, she would be cutting things as they were coming out of her mouth: “No, we don’t need that.” It’s this fantastic stuff, and I’m typing it, and before she even finished the sentence, she’d say, “No, it’s too long, we don’t need that either.” We always knew the Valerie stuff was going to be funny, but then we came up with the idea of the sitcom, Room and Bored, that Valerie gets the “Aunt Sassy” part on, and things really took off.
   The crucial thing Lisa contributed to the pilot—in addition to everything else—is something I would never have come up with on my own. It’s a small but significant idea: the water leak in the house that Valerie ignores after being warned about it by her housekeeper. Lisa kept saying from that scientist part of her brain, “There’s a leak in the wall that she’s ignoring because of her career.” What was so smart about it was that it was the beginning of the germ of the idea that if you pay too much attention to show business, your personal life will collapse out from under you. You will literally gut your home. It’s very subtle, and it’s only there on a kind of subliminal writing level. But the thought that Lisa, underneath it all, put into the series was that this choice would destroy Valerie’s house. And she’s more than happy to have her home destroyed, because she cares more about her career.

LK: Right, so even when the wall in her house is in shambles, the thing that breaks her heart is the fact that her pictures from showbiz have been damaged.

MPK: The things she cherishes the most. That reminds me of that whole other idea we had there—Mark gets one little spot on the wall for his Rotary Club plaque. [both laugh] So anyway, yes, we wrote the pilot together, and when it was finished, we were very happy with it. It’s unlike any other pilot you’ve ever seen because it’s just Valerie talking to the camera for the whole first section. And I remember that people couldn’t figure out if it was funny.

LK: Right.

MPK: And then when Lisa read it at the table, everybody laughed.

LK: That was during the auditions for the other actors. That was the first time anyone at HBO had heard it. And they were pretty happy.

MPK: Up until then, there was this vague concern: “Is it going to be funny?” And that’s because it’s not written “jokey.” It’s all character stuff, like all of the weird Valerie pauses and stuttering. When we were actually shooting the series and Lisa was on a break, we’d ask her to come into the writing room—she was there a lot, considering the fact that she basically never left the camera—and it was my job to type in every vocal tic and grammatical mistake while Lisa went on a run, speaking as Valerie. I would make sure it came out exactly as Lisa said it, down to the stuttering and the dashes. I was like a Nazi in there—

It sounds almost like you were taking dictation.

MPK: We actually looked into getting a court stenographer, because I wanted the dialogue exactly as it was pouring out of Lisa. It was too expensive, though. And then, part of Lisa’s brilliance as an actor was that she was able to commit it to memory—almost like Morse code. She would use all of these mannerisms as anchors, and they would get her right back into character. As an actress, she paid very close attention to the writing.

LK: Most of the time. [Laughs.]

This series aims its satirical sights at two television genres: One, of course, is the sitcom, which we’ll talk about more in a moment. The other is reality TV. I remember reading somewhere that you had gotten hold of some bootleg tapes of raw footage from one of the reality shows, and that these ended up being your “way in” to the unusual format of the series.

MPK: That’s right, and we had even hired a couple of writers who had worked on reality shows as well. Those tapes gave us access to the boringness of unedited reality-show footage, and we fell in love with the idea that the actual story was in the stuff that Valerie thought would be cut from the final series because of that boringness. What interested us, a lot, was this kind of Stockholm syndrome situation with Valerie and Jane, the producer of the reality show. We knew that Lisa was going to be on camera, and we wanted to find ways to show the cracks in her performance versus the real thoughts she was having while being constantly filmed. We came up with the idea of “leaking” people from the outside—Jane, the cameramen, the sound guy—into the frame. This was important, because we didn’t just want to do a parody of a reality show; we wanted to put in the foreground the behind-the-scenes manipulation and the cruelty. Once we realized we could use this unedited-footage approach, it just became really interesting to us, because then you can see everybody that is in the show. But it was that boringness—the endless hours of unmanipulated footage—that we thought would be interesting to show. That’s why we decided to start each episode with the color bars.

It essentially allows the viewer to become an editor, which turns the experience of watching these episodes into a very suspense-filled exercise. You’re constantly thinking, “Are they going to use that line they just tricked her into saying in the final show? Are they going to squeeze in that humiliating fall she just took?” It makes you kind of squeamish as a viewer, but it also allows you to take a more active role, at least conceptually.

MPK: Right. The macro thought for us was that this footage maybe represented the very first assembly of a junior editor that would then be given to the other editors. Even the way it starts, with that annoying, alienating color-bar sound. I have to say, we really knew what we were doing in terms of what we wanted people to feel.

It presents enormous challenges as far as narrative exposition is concerned, though, right? Valerie is virtually never off camera.

MPK: It was very tricky. I don’t think there’s ever been a show on television where another character doesn’t say at some point, “Boy, she’s in a bad mood today...” There was never a moment of exposition behind the scenes, because Valerie was hyperaware of everything, and she never left the camera. So as a writing team, we had to figure out how to have everything happen in front of the camera, with her always somewhere in the frame. It was a big puzzle, and it cost us a lot of figuring-out time.

LK: That’s why it was so important for Michael to direct the pilot and the second episode. And he would have done more if there were time, but he had to do everything else.

MPK: When you’re running a show you usually get to do the first two, because at that point the scripts are caught up. And then if you’re lucky, you get to do one in the middle—I did the red-carpet episode—and then the final one. But the idea was that she was always the center, and then the camera will swing too far in one direction or the other and you catch the writers, for instance, glaring at her. Jimmy Burrows, the TV director, who plays himself in several episodes, said to me, “You’re running six cameras at once, I don’t know what the hell you’re doing.” We had a lot of cameras going, to get the sitcom, the backstage, the handheld. It was a really interesting puzzle.

Did you create storyboards?

MPK: Ever since doing Sex and the City, which was a very expensive film show, I have always done storyboards. But then when we worked with great guest directors, like Greg Mottola and Michael Lehmann, there was never a storyboard approval. They had to be creative and figure out their own way to do it within this very specific landscape that we had already set up. It had to be about the stories happening behind her, behind her, behind her. Like an Escher print, almost. The unraveling behind her that she can’t see. But you see it. You almost see the fuse being lit over her head.

One of the most amazing moments along those lines is in the second-to-last episode, when Jane offers to speak with the writers about giving Valerie more lines in order to promote the about-to-premiere reality show. In the foreground, Valerie sits with her hairdresser, Mickey, while we can just barely make out Jane and the two writers, Paulie G. and Tom, out of focus in the background. While Jane and the writers are engaged in this intense shouting match, Valerie is extolling the virtues of Mickey’s heirloom tomatoes. It’s so layered, because we—and, of course, Valerie and Mickey—are hearing what’s going on, but Valerie is desperately trying to distract us, and herself, from what is being said. It’s an important moment, because it manages to pack so much information—about character and story—into the frame.

MPK: You know, it’s so great to hear you say it’s important, because we thought it was hilarious. It was so alive. We were giggling all the time and laughing. You know what I mean? Even though the gravitas was there, we thought it was really funny. At the start, people said it was too harsh, and I said to Lisa at one point, “This is a documentary. Everything I’m writing, I know for a fact is true, true, true.”

Michael, you worked as a writer on Murphy Brown, Cybill, and a number of other shows, and Lisa, obviously you had your many years on Friends and on other sitcoms before that. How did you conceive of Room and Bored, the sitcom in the series? And how did you come up with the scene from I’m It!, Valerie’s sitcom from the late 1980s/early 1990s featured in episode four?

MPK: I didn’t direct episode four, but I did direct the I’m It! section—I was like, “No, I’m in there. I know this world.” I love that I’m It! scene with her, when they’re doing that crass Tracy/Hepburn–esque thing and she closes the guy’s tie in the file drawer. “Oh, come here, you!” How many times have you seen that on TV? That crazy, multi-camera coverage when she goes to the door, and the camera goes with her, and then that fake, awful pathos moment when they finally kiss.
   And what I love about it is Valerie watching it. This was her peak. She’s actually convinced herself that that was a Sam and Diane moment. And she looks over at Mickey, and he gives her that beaming look. That’s the dream—that’s what sitcoms are. Her hair, the suit, the fake office set, the sight gags—

LK: It seems like at a certain point in television history, that’s all you needed: people who looked a certain way and were able to memorize lines.

And a pumped-up studio audience.

MPK: Yeah. And I have to tell you this, having been in many development meetings with actresses that I wound up not working with who thought they were going to be sitcom stars. There is one thing that every actress always says: “I’m really good with physical comedy.”

That’s a line given to Valerie in the show.

MPK: That’s the line used by every actress who is insecure about an innate comic rhythm. You would never hear Lisa say that—in fact, you’d hear Lisa say the opposite.

LK: “I want stunt pay.” [Laughs.]

MPK: But they all say that. So for us to put that I’m It! shtick with the computer keyboard and the tie getting caught in the file drawer—it was important, because that’s what paraded around in television as comedy for a while.

LK: Also, women couldn’t be flawed in the way that men are, because it was seen as insulting. You were putting them down. They always had to be—

MPK: Cute but flummoxed.

LK: Right. It wasn’t sexist; it was overcompensating for sexism. But that essentially meant that the female characters in these shows couldn’t even be interesting.

MPK: So, yeah, we decided to include that scene from I’m It! to show her heyday, and also as an excuse for her to trap Gigi, the new writer, in her dressing room for a writers’ meeting. “I’m going to get this girl on my side.”

LK: Right, I need someone in that room writing for me.

MPK: “Aunt Sassy’s bitch,” in the other writers’ words.

Speaking of Aunt Sassy, can you talk about coming up with Room and Bored? It’s so perfectly rendered—and perfectly awful—that it feels like something you might catch on the WB.

MPK: Or the CW, or maybe even Fox at one point. What we took from all of those kinds of shows was the colors of the set, the design, the surfboards on the wall. I mean, come on! [Both laugh.] And I think there’s a little bit of the Friends set in there—that brightly colored stuff. We decided to set the sitcom in California and put in the fake ocean backdrop. Most important, of course, was the sex. Because that’s what replaced that corporate vibe in sitcoms from the 1980s and early 1990s, like what you see in the I’m It! scene we wrote. Now it’s all about partial nudity, the audience oohing and aahing when they kiss—shit like that. We worked hard on the dialogue and setups for Room and Bored, to the point where “I don’t need to see that!”—Valerie’s signature line—

The “clam,” as you referred to it in one interview…

MPK and LK: The clam!

LK: That’s what Michael kept saying: “We’ve got to have that clam.” And I didn’t know what he was talking about.

MPK: I’m going to brag now. “Clam” is a term Peter Tolan and I came up with when we were working on Murphy Brown. [Show creator] Diane English asked us to read a bunch of spec scripts, and I said to Peter, “Have you noticed that every script has a line like, ‘I came back from lunch and got sick—I must have had bad clams.’” And he said, “Yeah, there must be a lot of bad clams out there.” So we decided that any recurring joke that can be found in pop culture’s lint drawer is a clam. The current clam, by the way, is “Wait for it…!” Anyway, the original clam we had in there for Aunt Sassy after she opens the door and finds the two kids making out was, “Why don’t you two get a room?” And then Lisa and I thought we could do better than that: “We have to come up with our own clam, something that sounds like a sitcom line.” And we came up with “I don’t need to see that!”

LK: “Note to self—”

MPK: Right. “Note to self: I don’t need to see that!” Right. “Note to self” was the clam.

LK: It was a clam and a hook. [Laughs.]

MPK: With an extender! But yeah, we both know that whole sitcom world really well. And then we had such fun casting it. And we had rehearsals with the kids where we wrote entire scenes that never aired so that they had a better sense of what they were doing.

LK: I want to say one thing, though, because I would hate to have any confusion about what we did on The Comeback and my feelings about Friends. None of this was informed by Friends—that was a really great experience, and [show creators] Marta Kauffman and David Crane were always generous and collaborative with the actors. I’m not sure what happened in the writers’ room. I think we all know that there was some tension, and that maybe they felt a little differently about the actors. I knew that stuff existed, and always felt like, on other shows especially, there is this tension between the actors and the writers. The actors are getting all the attention and accolades, and the writers are just told, “Stay in your room and write this stuff for me. And by the way, where is it? Why isn’t it ready?” I think writers get a little, well, sad about that.

MPK: Having not been around Friends, and having no awareness at all of what that writing room was like, my experience has been very different. I have been in a couple of writing rooms—not Murphy Brown’s, by the way, because that was like the Harvard of sitcoms. But before and after that, I’d been involved with shows where—I’m just going to go on the record here—the writers hated the actresses. They just hated them. There was something about an actress of a certain age—at least in the rooms I was in—that bugged people.

These were just male writers, or female writers also?

MPK: Well, there’s a fine line. The writers that I thought were most lethal were guys. And then it would get down to a more specific complaint, like “She can’t do my jokes.” This often happened at sitcoms where somebody wound up in charge who wasn’t, for some reason, a comedy person. “The joke was good.” “No, she couldn’t do it.” It was a constant war. This led to one of my favorite scenes in The Comeback, the cookie “rape” scene, where Valerie stops by the writers’ room late at night with cookies, and they’re making brutal fun of her. In my writing rooms, I’ve never allowed that to happen. It’s just not good. I believe you have to be in love with the people you’re writing for.

LK: It’s worth mentioning that it always gets more tense when the show’s not a big hit. Sex and the City was at the top, and Friends was at the top, so everyone was pretty happy. But when all of these egos—and it’s not like writers don’t have them too—start getting a little nervous and threatened and scared, I think there’s no more dangerous an animal than a writer. [Laughs.]

MPK: And then there is the split between the two types of writers, which is embodied in The Comeback: Tom, who is the sycophant who will literally bend over backward because he has a house in Toluca Lake and a wife and kids and wants a career, and Paulie G., who’s probably truly gifted but is stuck in a cul-de-sac, tied to his writing partner, and ultimately, to Valerie Cherish.

LK: It’s a case of the artist being paired with “Get along to go along.”

MPK: And I actually understand all of those people. I understand Paulie, I understand Tom, and I understand Valerie. It was an interesting kind of lethal combination—a death pact.

LK: Also, it’s worth mentioning that the writers who worked on The Comeback had experiences in many other writers’ rooms, and none of this seemed foreign to them. In fact, it made all the sense in the world to them.

Valerie Cherish has got to be one of the most memorable and complex characters ever to appear on television. She has a funny line early on in the series when she chastises Chris, one of the younger actors on Room and Bored, for “playing to the camera,” but the irony is that Valerie is always playing to the camera and is always desperate to come off well, even if it means throwing someone else under the bus in the process. I’m reminded particularly of the scene in the Palm Springs episode when she is recognized by the gay couple on the street who are huge fans of hers. When Jane presents them with release forms to sign, the younger guy declines nervously because he isn’t out to his family, but Valerie is so desperate to have a scene with adoring fans in the show that she convinces him to sign it anyway—in the guise, of course, of encouraging him to be true to himself.

MPK: But also in that Palm Springs episode is the only moment when she chooses Mark over showbiz. That’s our big “Valerie gets it” moment. [Laughs.] I just started thinking about another scene in that episode, when Mark and Valerie, who’ve both taken sleeping pills because the people in the room next door are having an all-night party, wake up and realize they’ve missed their chance to get the good chairs by the pool. The film crew knocks on their door, and Valerie with her crazy raccoon-smeared makeup opens the blinds, and you see Mark’s bare ass as he’s sleeping on the bed behind her. [Both laugh.] That’s the balance I love. That we actually have that crazy mania, and then at the end of the episode, she puts those sunglasses on, not letting the audience see her eyes, and says, basically, “I choose Mark.” She chooses Mark’s need to hear the Cheap Trick song over her need to be on a reality show. It’s the beginning of a turn.

Lisa, your portrayal of Valerie not only brings out the humor we talked about earlier but also imbues her with a humanity that makes her at times feel almost like a character in a tragedy. Alessandra Stanley in The New York Times called the series “the saddest comedy on television,” and she’s right. I couldn’t watch more than three episodes at a time—it’s really draining, as hilariously funny as it is at the same time.

LK: Especially those first two episodes.

MPK: I think Lisa’s performance is like no other performance I’ve ever seen before. In terms of the complicated layers that you’re not being told you’re experiencing, but you are subliminally feeling.

It’s interesting how often the viewer’s relationship to the character of Valerie changes. At one moment you feel sorry for her, then a scene later you’re exasperated with her, then she does something that makes you really revile her. And then, before you know it, you love her for some hilarious insight she offers.

MPK: What you just said, that’s everything. That’s what we became fascinated by. That you could actually portray a human being in the midst of doing a comedy reality show. A character who is so complicated and so changeable that you change while you’re watching her.

In the “Valerie Demands Dignity” episode, Valerie becomes anxious after she sees an Entertainment Weekly cover story with the headline “Is Reality TV Dying?” She starts to worry that the only way the show will be a hit is if she humiliates herself. She has a great line: “People do not want to see Valerie Cherish brutalized!” Of course, that’s exactly what they want to see—and more to the point, it’s what we’re seeing constantly in the series. One minute we see her crawling up the aisle of a plane experiencing intense turbulence, the next she gets dog poop in her hair, then in another scene she falls, scraping her knee, in a desperate dash to make it to an interview with a TV Guide reporter. It’s horrifying but also hilarious. Again, I think that probably has to do more with your performance, Lisa, than anything else.

LK: Thank you for the nod to it possibly being about a performance, but no, it’s the idea of a person thinking they’re in control of something as random and chaotic as life. That’s always hilarious to me. And then on top of that, working with manipulative producers on a reality show with a very definite agenda, and thinking you can somehow control that. That’s really funny to me.

MPK: Right, like whenever she gives the “time-out” sign with her hands to Jane and the film crew. Even in this tornado, she has to have a moment where she’s saying no, even if it’s clear that she has absolutely no power.

LK: She’s also living in another time. She hasn’t caught up to the fact that there’s no such thing as propriety anymore. The ironic thing is that people have seen so much reality TV that the show might be received a little bit differently now. When we did this, it was, like, season two of The Amazing Race. To me, that was the height of humiliation—vomiting and crying on TV—

MPK: Or eating bugs on I’m a Celebrity, Get Me Out of Here!

LK: We felt the show had to be brutal, because one of the things we were trying to shine a little light onto, even if it’s in a subtle way, is that even though these people who sign on to these shows are human beings, they’ve essentially decided to become brands—that’s the big word now. And by doing that, they’re actually throwing away their humanity, you know? It’s as if that’s not important. What’s important is, how much can you get paid to show up at a party? I see interviews with reality stars who say things like, “I don’t like what’s happening to my character.” It’s their name, their husband, their child, their address—that’s not a character, that’s you. [Laughs.]

Reality TV has certainly become more extreme since the show was shot. The stakes have gotten so ridiculously high that you end up with situations like that of the couple in California who staged the “runaway balloon” hoax with their six-year-old son, who then vomited on two different morning news shows after his parents asked him to lie about it.

MPK: Well, of course, Valerie had a double vomit.

That scene, which occurs in the second-to-last episode, when Valerie finally gut punches a drunk Paulie G., is worth an entire interview on its own.

MPK: That’s the one moment where Lisa and I almost came to blows. She was fully on board with the vomiting, wearing the cupcake costume, everything—and then when we were filming it, every time we did a take, some innate actress-survival-Darwinian skill [Kudrow laughs.] would make her turn her mouth away from the camera.

Lisa, you didn’t want to be filmed actually vomiting?

LK: I really thought no one would want to see that. [Laughs.]

MPK: She wasn’t opposed to the vomiting, but she didn’t want it to be shown. You know, you see the vomit hit the floor as she turns away from the camera. And I kept saying to David Steinberg, the director for that episode, “I didn’t see the vomit come out of her mouth.” And I would keep coming out onto the set and saying, “Lisa, I didn’t see the vomit.” She’s in a giant cupcake with a cherry on her head, and every time she did it she would still turn her face away and vomit. I came back in again and she glared at me and said, “You’re here again? You’re brave!” And I said, “I’m here to represent Lisa Kudrow the writer. She’s on board with the vomit coming out of Lisa Kudrow the actress’s mouth.”

What did you say to that, Lisa?

LK: “You’re a sadist!”

MPK: She was also saying “Shit. Fuck. Shit. Fuck!” And then I walked away, and in the next take she directed her head right toward that camera and vomited. And I was delighted.

Lisa, do you think it could be that it’s easier to write a scene in which someone humiliates themself than to actually play it?


LK: I didn’t feel humiliated—that wasn’t it. I just didn’t feel like anyone should be subjected to watching vomit come out of anyone’s mouth. It’s too vulgar, or at least that’s what I thought. Since that happened, of course, all I see on TV are people vomiting from the front.

MPK: Listen, Snooki got punched in the face on Jersey Shore and it became a hit because of it. I saw Khloé Kardashian give her sister a Brazilian bikini wax and they pixilated her blistered vagina. Pixelated her vagina! The difference between Kourtney & Khloé Take Miami and The Comeback is that in the former, somebody cut away the humanity and the humiliation from the show that ended up on the air, and we didn’t cut away from it.
   I could actually see a scenario where Valerie would consider the Brazilian, because that’s where we are now. It’s good reality-show stuff.

LK: Yeah. [As Valerie:] “You gotta be flexible...” [Laughs.]

MPK: I could see a scene where Mickey says, “Red, that’s going too far,” and she says, “Well, Mickey, I’m competing with Khloé. They got very big numbers for that. And Jane, you’re not going to see it, right? You’re going to pixelate it?”

LK: She can rationalize anything.

MPK: “If you’re not going to see it, can’t I just keep a thong on? Can’t we fake it?” [Both laugh.]

Jane, the producer, is such a seminal figure in the whole structure of the show. As with Valerie, the viewer’s feelings about her constantly shift. She’s cold and clearly manipulative, but there are times when it’s clear she’s actually moved by something Valerie has said or done—in a few instances, the camera even catches her tearing up. It gives the viewer the chance to hold out a bit of hope that the “nice” side of Jane will prevail when the reality show is finally put together.

LK: Well, you know, the truth of these shows is that the producer just shoots it and then hands in the material. It’s someone else who’s doing the assembling. But Jane does “guide” Valerie—

MPK: She’s very canny. “Oh, you don’t want to do that, Valerie? Okay, I’ll just call Ben Silver, the studio exec, and tell him you’re not on board.” Or when Valerie asks Jane to turn off the camera, and she says, “No, we can’t.” Just the idea of saying “no” to Valerie creates an energy that’s going to make for good reality TV. You see Valerie swallowing and trying to figure it out: “What am I going to do with a ‘no’?” Jane was really important, because she was the fire stoker, and Valerie needed a push and a pull. And the fact that she was a woman was important, too.

There’s that wonderful scene between them near the end of the last episode, after Valerie’s Jay Leno appearance, when Jane spontaneously hugs Valerie. I read somewhere that that was an undirected move on actress Laura Silverman’s part.

MPK: Right, when Valerie’s so excited about getting picked up, and Jane just jumps across and gives her hug. That line of yours is the one improvised line in the series, Lisa. Valerie says, “Well, look at that. She just cracked open.” That breaks my heart.
   We actually wrote that part with Laura Silverman in mind, because we wanted someone who was a “nonactress actress.” That was very important for Jane, Mickey, and Mark. Those three characters needed to be completely believable, “real” people. We kept saying, “We want Mickey to be eccentric; we don’t want an eccentric actor.”

How did you find Robert Michael Morris, who plays Mickey in the series?

LK: Michael knew him.

MPK: He was my college theater teacher. Michael would write these incredibly emotional Christmas letters every year and send them out: “Well, I’ve got melanoma again, but they froze it.” And I started telling Lisa about Michael. We wrote the part with him in mind, and then we saw a lot of actors for Mickey. We had to audition everybody, and we had to see how each would work with Lisa. But when Michael came in, it was a reality. And he brought Lisa a little fake diamond necklace.

LK: Which I wore every day. It was good luck.

The relationship between Mickey and Valerie is almost like a comic version of the one between Petra and her assistant, Marlene, in Fassbinder’s The Bitter Tears of Petra von Kant: basically a sadomasochistic dance. Valerie tends to put Mickey through hell, but he still adores her, and she depends on him, too. Michael, I think in one interview you called him “Valerie’s airbag.”

MPK: It’s an interesting dynamic in that he annoys her, but he also buoys her up. Without him, she wouldn’t be able to make it, because he’s almost mirroring back the person she wants to be—or the person she was. It’s a case of the star and the sycophant. And then there is another complicated level that’s only briefly alluded to in the show, and that is that he’s eating the shit because he needs the health insurance. You know what I mean? He needs the job, so he’s not quite just a victim; he’s also pushing her to continue, because there’s not another job for him in all of Hollywood. There just isn’t. Not with that hairdo he does for her, or those big curlers. They’re both keeping each other’s heyday alive.

Perhaps they get along so well because they’re both so self-deluded. There is a very funny scene in which Mickey is mortified when one of the young actors on Room and Bored offers to set him up with a male friend of hers: He can’t understand how anyone would guess he were gay.

MPK: He’s from a different time. They both are. And they’re both from the end of that time, so now they’re living in this different context. He’s thinking that because he hasn’t said it, it doesn’t exist. And she’s thinking she’s a star because she has a hairdresser who follows her around town.

LK: I love the look on the face of Dan Bucatinsky, who plays Valerie’s publicist, when Mickey announces he’s going to come out—“Come out of what?” [Laughs.]

MPK: He’s just another great deluded character.

One of my favorite characters in The Comeback is Juna [played by Malin Akerman], the young actress in the sitcom with Valerie. She’s adorable, sweet, a little naive—

MPK: She’s true.

LK: Right, and everything is going her way. She doesn’t have to fight for anything.

MPK: She’s a golden child. It was really important to us in the writing that Juna be good—

LK: So that you’re not allowed to hate her.

Is she there to serve as a reminder to Valerie of what she can never be?

MPK: Well, she represents the effortlessness with which some people move through life, versus the struggling so many others have to undergo. Making Juna a nice person was important, because you know, show business isn’t all snarky. Every now and then there is someone who is lovely and wonderful and who does come to your chocolate-fountain party. And that created another level of struggle for Valerie, because she couldn’t write her off. She’s in a beauty pageant with someone who actually is Miss Congeniality. I love Juna, and Malin Akerman was flawless.

LK: She was.

Mark, Valerie’s husband, is the most “centered” character on the show, which might have to do with the fact that he’s the only one not in show business. Can you talk about how you came up with him? Was there any real-life referent?

MPK: Lisa, you should talk first about Mark and Valerie as husband and wife, and how important that was.

LK: Well, I thought it was important not only that he be a good guy, but that he be successful. It’s important that she’s not doing any of this because she needs the money. This quest of hers has nothing to do with her having to pay a mortgage. And he’s this guy who’s only mildly interested in what she’s doing. As long as whatever it is she’s doing doesn’t interfere too much with his life, it’s going to be okay.

MPK: He also gives her complete permission to be, I would say, a “lazy wife.” Do you know what I mean? She always orders out for dinner, and he’s fine with it. There’s a very Beverly Hills aspect to it all.

LK: But I also like that they each have their independence. She sees them as sort of a modern couple. Yes, he doesn’t insist that she cook. But she is the one who prepares his lunch and takes care of him and makes sure he’s not too put out. Like arranging car pools for his daughter, Franchesca, when she goes to New York. The key was that Mark couldn’t be needy. A little selfish at times, but not needy.

MPK: It was another interesting part to cast, and there weren’t a lot of options.

LK: Well, at first we thought he should be a lot older. She just married this very successful guy, and it’s not a love thing.

MPK: But then we wanted to have someone who thought of her as a catch, and someone she actually could catch, because she’s a genius about surviving. She saw the career dip and suddenly she was married to a guy who has money, and who also sees her still as a star. Damian Young came in many times when I was casting Sex and the City, and he was always too complicated for any of the one-off guys we would have on that show. He was too interesting to be the idiot, and he was too handsome to be the ugly guy, and he was too real to do a cartoon turn. So we were thinking, “Who’s handsome, and yet real? Who’s appropriate, and who’s dry?” That was the most important thing. He needed to be dry. Effortless. Present. Valerie was such a hummingbird, so we wanted a low vibe from the husband so that together as a couple they’re tolerable. And then Damian read and we all loved him.
   The other thing that’s really important about their relationship is that she sexes it up for him. She might not cook, but she likes to wear those tight-fitting dresses. So when they put her in that baggy Aunt Sassy tracksuit, it really is a humiliation.

One of the reality cameras is mounted on the ceiling in their bedroom, and they seem to be making fairly frequent trips into the bathroom to have sex—one of these off-camera episodes is featured as a voice-over at the end of one episode.

MPK: We wanted to make sure that there was a sex vibe to Valerie, because she was being categorized by others as not sexual. She has a sex life, and the tragedy is that, because of her age, on sitcoms, she’s basically dead, which explains all the terrible jokes about Aunt Sassy’s “big beaver” coat. There is a vital woman there who is being desexualized because of what the network says is sexy.

Speaking of the network, I was curious if all of the unidentified people—and there are quite a few—at the table readings for Room and Bored were meant to be from the show’s network.

MPK: They’re network executives, junior executives, studio execs. Everyone who is paid to be there to laugh too loud when something is working, and give too many notes when it isn’t.

This is typical for any kind of television series?

MPK: Not for a filmed show. It’s unique to a show like Room and Bored, when there is an actual sound that’s supposed to come out of an audience that registers whether it’s funny or not. For sitcoms that I’ve been on—Cybill, Good Advice, Good Sports—there’s always someone there from the network to laugh at the good parts and to give you notes when there are no laughs.

LK: For a big, big hit, those table reads are not as populated, because there aren’t really notes.

MPK: Right. On season three of Friends, it’s really hard to give Marta Kauffman and David Crane a note, because it’s like, “Oh, don’t worry, we’ll fix that.” But there’s a lot of worry when you’re starting a new sitcom that network people are going to make you do something that won’t necessarily be good for the show.

LK: You haven’t yet had a chance to prove that you can fix a problem.

MPK: And the other thing is, everybody wants to make sure that it works, because everybody’s livelihood is tied to it. So it made perfect sense that those first couple of episodes of Room and Bored would be greatly populated, because the show is starting and people are like, “We got this thing on the air, now let’s move forward.”
   The second or third episode on any sitcom is brutal, because you work a long time on the pilot, and then suddenly, you’re like, “Oh, this is really it.” Even on The Comeback. When we were filming the Palm Springs episode, I was editing the third episode. There’s that scene near the end where Valerie goes to the Ivy to meet Juna, and she’s just sitting at the table waiting for Juna, who’s late. Valerie awkwardly eats a piece of bread, checks her watch—it goes on for what feels like forever—and I had a moment of complete panic. Lisa talked me off the ledge. She said, “No, it’s exactly what it’s supposed to be. Sometimes it should be inert and it should be about nothing. It’s enough.” But I started to get the vapors! Even I didn’t know if that was enough.

LK: It was enough.

MPK: Lisa was standing outside at the Parker Palm Springs with her hair in a towel, and she said to me, “It’s exactly what we wanted it to be.” I mean, thank God you have a partner in those situations.

LK: But the thing was, when the network saw that third episode, they loved it. Remember?

MPK: Right, they were like, “Oh, this is what it’s about.”

Another aspect of the series that was really pitch-perfect were all of the product-placement moments, particularly in the Palm Springs episode, where Valerie and Mark are given a Lincoln Navigator but are then accompanied on the trip by a PR person from the car company who keeps insisting they insert “the Navigator” into every comment they make about the car.

MPK: At around that time I began noticing this on reality shows. You know, you’re watching Top Chef and you’re thinking, “Why I am looking at the stove?” “Why are there all of these shots of the Tupperware?”

LK: But we’d also hear stories from people working on scripted shows, where it was like, “Oh God, we have to figure out how to work in this product because they’re going to underwrite a lot of the budget.”

Did you ever have to deal with this on the other shows you’ve worked on?

MPK: When Sex and the City was on HBO there was never any product placement. As a matter of fact, people said to me, “Trojan must have given you a lot of money,” since we had a shot, for example, of Samantha opening her cabinet and grabbing the rubbers. I said, “No, not at all, I just wanted the most instantly recognizable condom.” I just don’t like it on a show when people are drinking fake Diet Coke, you know? With the fake swirls of color on the can? One of the great joys of writing Sex and the City came in knowing I could actually write, “She’s on the runway in a Gucci outfit,” as opposed to, “She’s on the runway in a Fafoofoo from Paris outfit.” Which makes everything seem so fake to me. Same thing on sitcoms: When people are drinking swirly colas, it drives me crazy. But since Sex and the City, product placement has become a big deal. It’s a huge revenue stream on reality shows, which is why we used it. Even in the second episode, Valerie is given a huge basket of hair product for Mickey to use before the upfronts.

That’s one of the few times she won’t give in to the demands of Jane and the show.

MPK: I said to Lisa when we were filming it, “Do not say ‘no’ right away. Take as long as you possibly can before saying it.” It’s great—you can see the wheels turning, you see every thought—“Am I going to get yelled at?” “Will this damage me in some way?” Her head is practically vibrating! And then she finally says, “No. No. Sorry.” But it’s the longest pause ever. So all of this came from reality shows, not from anyone telling me to put anything in. We were ahead of the curve on that one.

Not only on that one. I read somewhere that you two were amazed to find Madonna sporting Valerie’s hairstyle after the show aired.

LK: Oh, we couldn’t believe that!

MPK: We couldn’t believe it. We were flattered, because—

LK: How could you not be?

MPK: Madonna was trying to work it as retro style, but Valerie was wearing it without thinking it was retro, it was just style. [Both laugh.] If we were still on the air, that would be a great moment for Valerie: “Madonna stole my hair. She stole my hair. I was first.”

Do you think this show could have been made for network television?

LK: No.

MPK: No. It apparently couldn’t even be made for HBO. It is too complicated. Also, the nightmare of cutting to a commercial in the middle of raw footage would have destroyed the tension we were trying to create, which would usually break near the end when we would use all that really great music to close the show. That was the only salve we gave the audience; you get to see a slightly more polished end.

LK: Right, like you were actually watching a TV show!

MPK: But up until then there is no music, no credits, no break. We wouldn’t have been able to do it.

LK: No, and also the pacing...

MPK: Right, the timing was important. A half-hour show on network TV is now 20 minutes when you factor in commercials, and that extra 10 minutes is the stuff that makes you love Valerie. The character stuff, and the luxury of watching paint dry. The non-energy of not moving it along was basically the antidote to a network show.

And it was probably also important to have the option of showing nudity and using curse words, for instance, which heightened the “raw footage” feel.

MPK: Well, I’ll tell you that even in the simplest, simplest edit, a network would have told us that Mark could never say that he and Valerie had tried cocaine—which is a significant, significant part of their backstory. I know we would have gotten a note about that on network TV. And the other, much more general note we would have gotten—the ultimate network note about a female character—would have been: “Is she likable?” You would have heard it from everyone. “Is she likable?” “Do we like her?” “Is she likable?” “Will the audience like her?” And that question can’t exist for a character like Valerie Cherish, because the answer is “yes,” “no,” “yes,” “yes,” “no...”

LK: And just off the page, it’s “no.”

MPK: So there you go. Without Lisa’s performance, off the page, it’s “no.” Because there’s no energy, no sadness behind the eyes, no investment. Like when she really loses herself dancing during Juna’s concert at the Viper Room. The one moment she actually forgets about the camera. And what did we do? As she comes back to earth, she sees Mark dancing with another woman.

Valerie calls it “dirty dancing.”

MPK: Right. It’s the only moment she lets go, and all hell breaks loose. [both laugh]

So now for the big question: Why do you think this show only lasted one season on HBO?

MPK: I have theories.

LK: I do too.

MPK: First of all, you have to understand that it was the greatest mystery and disconnect for Lisa and me. It wasn’t even like we had the normal emotional infrastructure that happens when something gets canceled. It’s almost like we were in a Jean-Paul Sartre play—“I don’t understand anything that’s happening.” The direct evolutionary line that I can draw, having worked at HBO before, is that their MO is “quality, not ratings.” They’re not in the ratings game, they’re in the quality game. The only manifestation of quality at the beginning of a series is critical response. So if The New York Times says that The Comeback is a significant, important new type of television series, that puts you on a track that is quotable—and comforting to a show-business machine. And I think our first wave of critical responses—with the exception of, as I like to say, “the Pulitzer Prize–winning Tom Shales of The Washington Post,” who really got it—didn’t include enough snobby quotes. And I do say snobby, because there were plenty “Lisa Kudrow is a genius” comments.

LK: But they all came back later and wrote more favorable pieces—

MPK: They all turned around.

It’s funny you mention that, because when I was doing research, I was fascinated to find that reviews of the series when it was airing were generally much less enthusiastic than later reviews of the DVD. And these came from the same publications. What does that say to you?

MPK: I know what it says. People have so little faith that there is an actual method to the madness. When they saw the first or second episode, they thought, “They can’t keep this up—this is so off the track I’m not even sure there’s a thought behind it.” Angela Tarantino was our publicist at HBO, and after I showed her the pilot, she said to me, “Uh, it’s really good. We’re going to have to educate them as to how to talk about this.” And we never accomplished that, as much as we tried. The reality was that out of the gate, people had never seen anything like this character before. It’s like in life, where you only really start to understand someone’s sense of humor after you’ve gotten to know them for a period of time. So at first, people were kind of stunned, and then by the final episode, they got it.

LK: In my mind, people weren’t going to “get it” until some point well into the second season. To me, that’s why we were at HBO, because that’s where you can do that. I mean, all of their biggest hits were shows that for the first couple of episodes or even seasons you kind of went, “Wait, what is this? How do I even categorize this?” I think it’s the same with anything new and different. Conan got horrible reviews when he first started on Late Night. But that’s who he was, and he didn’t go anywhere, and then everyone went, “Oh, okay, we get it!” That’s what I was expecting, and it actually took off even more than I ever expected it to in the first season.

MPK: Also, Lisa was not Phoebe.

LK: And you weren’t delivering Sex and the City.

MPK: It was kind of a bait-and-switch situation, because people thought that they were in for the greatest, funniest, sexiest show, because that was our brand.

LK: Something else was happening. HBO had just come off of Sex and the City, and everyone was still waiting for the next season of The Sopranos, and the network had done a few industry series—Entourage and Unscripted, the George Clooney show—which weren’t reviewed well at all. People were starting to wonder aloud about what HBO was doing with all these “inside-industry” shows, and then The Comeback came out. So I think it was HBO’s turn to get a little flack.

How far into the series were you when you found out it wouldn’t be renewed?

MPK: We didn’t find out until the series was over. I remember going into HBO—I actually dragged Lisa in with me—right before we shot the Palm Springs episode. I said to them “I’m going to be very bold right now and tell you the truth: It’s going to turn around, and if you pick us up now, there will be fuel behind this. If you say there will be a second season of The Comeback right now, everything will change. Lisa will get nominated for an Emmy”—which she did anyway, although my feeling is she would have won if it had been renewed. I even said, “Get us off Sunday. Create a new night: Monday. Call it ‘Monday, Monday’ and play The Mamas and The Papas song, make it kind of sad. ‘You think your boss is bad? Here’s Valerie Cherish.’”

LK: [Laughs.] Right, I forgot about that—that was great!

MPK: Lower the expectations. Make it an off-Broadway night. Stop trying to make it be Carrie Bradshaw and Mr. Big in Paris. It can’t be that, yet or ever…that took six years to build. Put it on Monday—“Rainy Days and Mondays” as the theme song—go with a darker, sadder vibe, and let it find a small audience.
   But for some reason they didn’t buy it. I could have gone in there and pitched the second season like crazy: This is what we’re going to do—you’ll love it. We’ll never paint ourselves into a corner—it’s Lisa and me. But it didn’t happen.

LK: There were other powers at work that we don’t know about, obviously. The quality was there, the ratings were actually fine for a first-season show. It had done better, as I recall, than Entourage in its first season. So essentially, there wasn’t anything where you could definitely say, “Here’s why.” And what I heard later from people who were at HBO at the time was that they went back and forth every day on whether it was going to get picked up or not.

Do you think the critique of the TV industry was off-putting to some people?

LK: I do. The interesting thing to me was that artists—writers, directors, actors—loved it and could not believe it had been canceled. Executives and business types would look at me and say, “Wow, yeah, I guess it was just too brutal.” Or “I guess it wasn’t funny enough.” Or “I guess the ratings weren’t good enough.” But it was funny to see how those two different types responded to the cancellation. The executives had to justify it: “It can’t have been wrong, because they did it.” [Laughs.]

MPK: I’ve gotten some “We shoulda” calls since then. I loved it when Entertainment Weekly named it one of the top 10 shows of the decade. Newsweek called it one of the 10 funniest comedies of the decade, but Entertainment Weekly called it one of the top 10 shows of the decade. The Sopranos was number 1, and we were number 10. It was a nice validation, as were the three Emmy nominations.

LK: What I’m noticing also is that it seems to be gaining popularity with college-age kids.

MPK: It is truly an original, and I have to tell you that we had such a great time on this, and we were a great team. And to this day, we still call each other up and say, “What if Valerie did this? Or that? Should we?”

LK: We might not be done.

Lisa, you’ve been working on the terrific Web Therapy series on the Internet—would you consider something along those lines?

LK: I don’t know. We talk about what it could be, but you know, we don’t own it. [Laughs.]

MPK: It’s a very interesting situation, because the idea of Valerie in the world is like a creative wellspring. It never goes away. The idea of an unsatisfied person who’s not going gently into that good night represents an endless opportunity for comedy—and tragedy.

Would you two be willing talk a little bit about some of the ideas you had for the second season if the show had been renewed?

MPK: Well, off the top of my head, we thought that Valerie’s fame would give her more power. And that she would therefore probably get rid of Paulie G. and promote Gigi to the showrunner—and then Gigi would become a monster. And I can tell you that Mickey was going to get bad porcelain veneers. And leave his boyfriend for a young man. And we had a great idea for a drifting-away Mark.

At the close of the final episode, when Valerie is signing the vomit bags with her likeness on them in the Leno parking lot, you see Mark suddenly realizing what this newfound fame is going to do to Valerie, and by extension, to their relationship.

LK: Right.

MPK: We always thought about doing an episode where we get to see Valerie and Mark’s wedding. We decided they had a ski wedding, and she wore a white parka.

LK: In Aspen!

MPK: They got married on the slopes. It was completely correct for her. Just a photo of them on skis getting married.

LK: And we really wanted to introduce the character of her father, who is this grumpy guy. The kind of person who would trip and then blame her.

MPK: That’s what my father did. At my sister’s wedding, he tripped on his own feet walking her down the aisle and he looked over at her and said: “Jesus Christ, Ellen.” [Both laugh.] So we thought he would be a fun and painful character. But the second season was really going to be about the rise of Valerie’s power. And how, even with power, the ambition just starts to destroy her.

LK: It would never be enough. Even if she ends up in a movie with Nicole Kidman, she’s still not going to be invited to the same parties.

MPK: The reason that we had absolute confidence that we could continue doing The Comeback was that Valerie would never be satisfied with what she had. Celebrity is a race against time. I’m sure even Nicole Kidman has days where she says, “What happened?” The spotlight will not stay on you, whoever you are. And our übersophisticated thought was that Valerie would eventually gain some sort of awareness about this, but to what level, we weren’t sure. We even talked about her leaving Hollywood and going to a different city.

LK: We wanted her to go to New York.

MPK: Right. Here’s the thing about the character of Valerie: I can say to myself, “What is the worst, most tragic situation I can think of?” And then I put Valerie in it, and I immediately start thinking about what she would say that would make me laugh. It’s the same with every bad situation you can think of: If you put Valerie Cherish in it, and think about her trying to get her head around it, it’s funny.