Improv Therapy: Being Awesomely Yourself with improviser/actor/writer, Billy Merritt of The Upright Citizens Brigade Theater


Hi friends, today I have to honor of speaking with Billy Merritt, actor, writer, voiceover actor – and one of the founding fathers of UCB the upright citizens brigade, an improv comedy school and theater, philosophy and school – and it’s really well known here in LA. Today we are going to talk about lots of things – but in particular, how improv can improve your approach to life on and off the stage. Hi Billy!


B: Hi! How you doing?


Excellent. Pregnant. Out of breath. All the time.


B: I’m that way too and I’m not even pregnant.


I’m a huge fan of your team, The Smokes – and UCB in general.


B: Thank you. Just to clarify – I’m not a UCB member, I don’t know if that matters. I’m a member of the theater – the UCB four – that’s the founding members. That’s Amy Poehler, Matt Walsh, Matt Besser, and Ian Roberts – and I’m all their best friends. Which is the same thing.


Gotcha. Well, that’s cooler anyways. So yeah - I’m silently freaking out. 


B: Good. Deal with it.


For the laymen out there, can you give a brief summary of what you do – as an improviser: how a scene works?


Yeah, so basically we do a thing called long form improvisation. Short-form is what you tell your mom improv is – like Who’s Line is it Anyway? What I do is long-form improvisation – we go for 30 minutes off of one word. There are lots of ways to deconstruct that one word and do scenes off of those scenes and it just builds and builds and builds.


All from scratch.


B: Yep, all from one word.


What does it take to get there? Like how would someone begin to do improv?


B: Take a class. I absolutely love teaching 101 – this is when people are the most scared and don’t know what to do. First day of class we have everyone pick something they really want to rant about – except traffic in LA. Then, as I point to you, you keep talking – keep talking – keep talking – until I quit pointing at you. The idea behind that is that you’ve always got something to say – your brain is already thinking about stuff. Think of all the stuff you think about in traffic – that’s fuel for your fire. Think about when you’re driving on the 405 – when you see people in their cars, noticing the who, what, why - your brain is already thinking, scenically.


What I say on the first day of class is do not try to be funny – you’ll sacrifice everything to get to the joke, and you sacrifice all the information that’s already in your head.


Also if you’re trying to be funny, you’re not listening to others.


B: Yeah – very good! Absolutely.


So the first day everyone’s scared shitless – what else are you getting people into on the first day?


B: We bring in the theory of yes-and. In a class, half are scared shitless, and some think they got this. So I’m building people up and tearing people down. Then we talk about - what does yes-and mean?


What is yes-and?


Yes is we both agree with the reality we are setting up. So if I say “Hop in a car let’s go to the beach.” You do not say “That’s not a car, that’s a motorbike.” It changes the reality. Why not have agreement upfront. “Hop in the car, let’s go to the beach.” “Alright, awesome I can’t wait to go to the beach!” That’s Yes-ing. That’s not a scene til you get into “and” – agree plus add more information. “Hop in the car, let’s go to the beach.” “Great, that’s awesome. I can’t wait to meet the whole family there – I’ve never had a family reunion at a beach.” I’m excited about this scene already. The idea is, let’s create a reality base: what’s the truth of this scene, how is this real. Then the idea of “Yes-And” is you just keep “Yes-And-ing” as you go go along.


Which I would say is also a great formula for making friends, also working working creatively with other people. Even if you don’t agree with them – they feel special and smart versus shutdown and shitty.  


I tell people in class, “Don’t be a Yes-man – a yes-man just agrees and doesn’t add anything to the conversation. It’s always your duty to add a little information. Because then it’s like a ladder – we just build onto the conversation. If you can get people to believe that, then you can get to the core of what improv is.”


I know a lot of improv is about being present. I also know a lot of people who just want to wait until someone finishes talking so they can talk. Do you think improv rewires your brain?


Yes. It starts with yes-and. Then we start using buzzwords like, “Acting is reacting.” Which means: don’t make a plan – just wait until you hear what’s being said so you can then react to that. We trick ourselves into acting on stage by waiting to see what’s said, internalizing it – then reacting to it.


When you come off the back wall into a scene - with a plan, and then the plan doesn’t go the way you think – that’s when you get into trouble. The more you do it the more you realize it’s much more rewarding to go into a scene with an idea, and your scene partner has an idea – merge the two ideas, then walk offstage saying, “Didn’t expect it to go there!”


What do you think the most important quality is in an improviser?


Always listening. Patience. They’re tied together. 50% listening with your ears and 50% listening with your eyes. And another 50% listening with your heart. You can’t improvise until you hear everything that’s going on around you.


An example of a Smokes show where that happens – we’re all in an office, clearly the idea was a reality show writers room for the bachelor. Chris Kullah has a football in his hands, doing object work – and I just noticed as he was talking, he was really playing with this football – and by the way, right now I’m just talking about how great I am in improv. Anyway, I was like “Boss – could you just put the football down? We feel you’re going to hit us..” So, seeing him doing the object work became what the scene was about. Like, he throws it at somebody every time he gets excited, keeps talking about his college days… So that’s listening by seeing what’s going on and calling it out. Patience is just waiting for the comedy to come to you –not chasing the comedy down.


That’s a core ingredient to a good friend and a good conversation: there’s such a powerful thing about being silent with somebody. Not feeling like you have to fix anything or change anything.


Yeah – it’s hard.

Super hard! And it’s a sign of a confident person when you’re just present and there and listening and not trying to force anything. 


Absolutely true. I just had drinks with someone and it was almost competitive – how we’re going to top this story or that story. And we’re all doing it to impress the other person. We’re doing it to impress each other because we like each other. There’s a desperation to be friends – and that’s what happens.


Note to everyone: try sitting in silence.

• What do you recognize shitty improvisers (and regular people) doing?


Anything Adam does, really.


Hahhahaha. He’s talking about my husband.


It goes back to that, “I’m going to be the funny one.” It’s an opinion thing. Anyone who denies the shared reality will not make it on a team.  


How would you say improv – the philosophy, the practice, has changed your life? Could you give us a bit of your personal evolution as a human – pre and post improv?


Well, I’m poorer. What else… It’s the power of observation: listening, watching and seeing. That’s my favorite thing. I’m more of an observer in life. And, the rule of yes-and.


I feel like just knowing about yes-and makes me want to try to do that – and things go better. Also, being present and listening.


My new favorite mantra is, “There are no mistakes, only gifts.” Nothing that happens is an obstacle, it’s always a gift.


I totally believe that about life.


And that’s true on-stage: it’s a competitive edge – I’m going to turn into gold no matter what.


That’s how I think everyone should approach life.


Yeah – and that’s the idea: improv skills are life skills. We are learning acting, and acting is the art of imitating life.


Do you feel like you can organically do that in your life?


We all create problems for ourselves – now in my life, I am less waylaid by them. There used to be times – in New York, after the audition I’d go in bed and lie under the covers for two days because ‘I’m a failure and this is horrible…’ That doesn’t happen, ever – anymore. And it comes through repetition, no matter what you do– remembering, “Ah, I’ll learn from it” and moving on from there.  


I always remind myself: I get to choose if I want this to be a huge bummer or if I want it to not matter at all.


That’s a great note is – you get to choose. We forget that– we feel put upon.


Yeah we feel like we’re a victim of the circumstances, but actually – you get to decide what it’s going to mean to you.


• I know one of the principles of UCB is “don’t think.” Can you elaborate on what it feels like to “not think”? I think a lot of us – and a lot of my listeners, get stuck in narration and analysis and obsession and talking to themselves about themselves and feeling shitty, and not being able to stop that. So how do you get there, what does it feel like?


We have a term called “arriving at don’t think.” First of all, in order to get there, you have to do a lot of thinking to get to “don’t think.” Every scene has a series of rules to follow and a series of rules to break in order for that one scene to exist. There aren’t set rules that exist all the time. You go through all these rules so that you can clear your head and you can trust your instincts to react naturally, right there. That is “acting is reacting,” because you’re allowing things to effect you, right there.


In my advanced classes we talk about listening from the head, the heart, the gut and the groin: how things hit you and effect you and how to become an actor. When you listen with your head you’re thinking analytically: people are more logical. From the heart, it’s about pride, courage – the emotional part. The groin isn’t necessarily sexual – it’s more honest instinct: you are the human animal and you do what you do out of instinct. Listen with a part of your body and let that part of your body react to it. But first you have to analyze that part of your body means. This is all what ‘don’t think’ means to me.  To me, the best listening comes from the gut. That listening is instinctual.


I agree.


So then you go on stage and you don’t think, you let your head do it. As you practice those elements – you quit worrying and just exist on stage and listen. And then see how it effects you. It might hit you in the heart, the stomach or the head. You don’t know yet. You’ve got to study all the rules, learn it, practice it, so that you can forget about it.


That’s how I teach soothing tools: when you’re really overwhelmed or triggered – or you go into your shame-spiral…


Nothing like a good shame-spiral.


Yeah, right? Debauchery! Well, if you can memorize the soothing tools that work for you, you don’t have to think about it – you just know when you go into a triggered state, “I gotta get out of the house and run.”


• Now I know you’re also a writer, as well.  Do you ever get stuck in a creative rut?


I’m writing a book right now – it’s a faux acting book called “how to be your own tool” – it’s bad acting advice, just horrible things you should never do playing as an actor/teacher/director. I am rewriting the book – the second round and I hate everything I’ve written. My problem is rewriting everything I write. That’s what I’m learning what to do.


What do you do to get yourself out of the rut?


Force yourself to go through it.


Right! That’s what Amy Poehler says in “Yes Please” – the secret to writing is just doing the fucking writing.


Yeah, writers are the worst at writing because they LOVE to bitch about it. For me I have to find the right time to write – if I’m in town I teach a morning class and a night class, because then I’m at a desk for 4 hours. And after lots of lollygagging, I start writing.


Do you have any creative resources or things that get you inspired?


What is that book – “The writers way”? As soon as you get up before you do anything else – with your cup of coffee write 3 pages. When I do that, that’s great. Because then you’re in the muscle mechanics of it – that’s the thing that stops me the most. That, and the internet.


You once said the note resonated with you was, “If you want to be a great improviser, be a great person.”


Yeah, that did resonate with me because I was not a good person. I believe I heard that from a teacher improviser person called Bob Dassie. That’s what he’s called. He’s at IO, he plays with his wife Stephanie Weir in a show called WeirDass which is just wonderful. The reason is, when we get scared on stage and we don’t know what to do – our instinct as the human animal is to lash out, in other words– slapstick. When we don’t like something, we bonk it on the head.


Can we do story time? Why not. This was years ago in New York and Assscat was the show. Usually 5 or 6 or 7 players show up to do the show – this night no one showed up but me. It’s a 7-9, 930-11 – it’s a long show. 3 hours of solid improv, so 5 minutes before the show, Amy Poehler shows up. I’m scared to death of doing that with anybody – but Amy? ‘Cause she’s so good. Then she calls somebody and then Rachel Dratch shows up. She’s a huge improv legend in New York. Then, Tina Fey shows up.




This is at the height of 30 Rock and Parks and Rec, and all that stuff. Yeah so it’s me, Amy Poehler, Rachel Dratch and Tina Fey are going to do 3 hours of improv back to back – packed house. So I don’t know if Amy did this on purpose – no she didn’t… did she? But she goes out to introduce the players.  She comes out and everybody freaks out. Amy’s here, yay! “Rachel Dratch.” Yay! “And Tina Fey!” Wow! And while they’re all screaming, “And, Billy Merritt.” Oh. I was straight up in my head thinking, “They don’t want me here, why am I here, why did I choose this as a career?” So they set up some sort of scene where Amy, Rachel and Tina were Jersey mallrat girls, smacking gum – and Amy saw me on the back wall and she pointed over there and said, “Hey look – it’s Santa’s over there. Let’s sit seductively on his lap and take pictures.” And I immediately freaked out and did that classic thing where I pretend I’m smoking a cigarette and I said, “Fuck off – I’m on my break.” And Amy gave me this look like, seriously? Okay. And then they went off and did a great scene – and I just realized I could have had this dream scene, but my nerves made me bonk it on the head and go, “Fuck off!” Because that would get the first laugh. And that goes back to another Del Close quote which is, “Just because they’re laughing doesn’t mean you’re doing it right.” That was a classic example, to me. After that I made up for it and the rest of the show is great – but I’ve learned more on stage in front of people. Like – don’t be an ass!


Right, there are so many times when winning makes you feel shitty and terrible: just because you got the last word doesn’t mean it was the right thing to do.


It’s like a cornered animal – we lash out.


When you have the ability to feel a certain way and and still choose the high road – like insecurity, that’s the part of life I look for. Because that’s when you are growing, I think, “I just grew!”

• Do you ever get scared on stage?


Every now and then – on set. With scripted stuff, but improv I never blank – because I’m a talker. If I don’t have something to say, I do object work, or I try to get the other person to talk about themselves – about their philosophy.


That’s also a great tool to use at family gatherings, like if you’ve been through a breakup and you have an in-law that asks you about your ex– you just ask someone what they’re up to.

• Do you have any mental exercises you do before a shoot – to prep?


I got into improv because I don’t like memorizing lines (ha). If I feel myself losing it, I use a mantra that helps me focus – it means nothing, but I started using it when I was watching Dune and one of the spice-holders use, “I am the power to be, to be the power, the will.” I used to do it when I was lifting weights. At the beginning of the Smokes, I use that as soon as the music starts. I use it to focus my mind: I’m focusing on the repetition. Does that make sense?


Yeah, I do a cooked chicken – like if I’m about to go on a stage and talk to a lot of people. I think through the process of preparing a roast chicken. It helps the butterflies. I think that going through a mundane or tedious process helps get you into a different part of your brain. I take it out of the fridge, take it out of the wrapper..


Oh yeah, every now and then we can’t think of what we need to think of – so I got this note that before you go on stage, read a National Geographic. Or read a Scientific American.  Read something that makes your brain have to think before you go on stage, and that’s a version of that, because you’re kind of checking out - but you’re listing.


And it immediately removes any emotion – to any anxiety with a pragmatic process.


And then you get to think about chicken. That’s nice too.


What would you tell someone to do if they are constantly self-conscious or perhaps they haven’t been able to find their voice?


A good percentage of improvisers are introverts, they’re not all extroverts. Introverts make really good improvisers– they’ve worked out scenes in their heads constantly. All they’ve got to learn to do is blurt it out. This is where I’ll become the tough teacher: I’ll just shout at you until you blurt it out. Everything you need in improv is already in your head.


That’s how I tell people to deal when they don’t know how to talk to their spouse or when they can’t deal with emotions that are overwhelming them, because it’s your head that makes you go into the darkest place. I call it narration. Just like saying, “I’m having a really hard time and I feel really uncomfortable right now and I don’t know what to do about it…” That immediately makes you more confident just by owning what’s in your head.


Just get it out.


And it can’t hurt you.


It’s trust. I think sometimes people don’t trust getting it out; themselves, the people around them. One thing you have to build up in 101 is respect. Everyone in this theater – we must respect and care for one another enough, that we’re allowed to do and say things we might be afraid to say.  The moment people start acting aggressive, or being defensive – or not giving respect to people – is when we all start to shut down. So our job is to create a safe environment for people to ‘get it out.’


That’s such a good rule for conduct in life: as soon as you say something negative– it’s like a light switch. You can see someone’s physicality shift and they go internal.

• Do you think this process helps you become more of your true self?


Oh yeah. I’m constantly rediscovering my true self. I’m in the process of realizing – it took me 18 years to realize, follow your happy. I love teaching and I love traveling. So two or three years ago I just started saying yes to everything. In one year’s time I went to Omaha, San Francisco, London – it was something that’s always been a road block to me – ten hours on a plane. That also took me to Alaska on my vacation. All the things I’ve never done before, I learned to say yes to – and I think that’s the improv training.


Follow your fun – follow what you want to do. I’m also at the age where I’ve got to work on happiness. We forget to be happy.


SO TRUE. I think a lot of people have ways of managing anxiety like busyness: there are so many ways to fill your time, and then one day you don’t realize you’re burning your life away. So you have to actively CHOOSE to cater to your happiness, and then consciously take actions that serve that goal, even if they don’t serve the criteria of finances. You have to rejigger everything toward that goal.


Yeah, to me the key word is happiness: where am I going to be happy? What do I need to focus on to be happy?


• How do you feel about failure? As a practice.


In my life? Ha. One of the notes I give my advanced improv students – I often say - you’re not failing enough. You’re playing it safe you’re not going to get any better. That goes for standup. You’ve got to learn how to bomb to grow. In improv you’ve got to do a thousand bad scenes to get to the good scenes. Once you get there, you’ll never go back. It’s easy to fail once you get to that aspect of it.


I’m just going to call out that we’re now in the UCB studios. I messed up our last record, now we’re in a different studio.


I knew we weren’t recording but it was that good of a conversation, I thought we should just keep talking.


Ah, well it’s good then! If you were to address somebody who’s not necessarily in the improv world, who’s struggling with confidence and finding their ability to speak freely – what would you tell them to do? Maybe they want to be extroverted, and they have a sense of humor at home – but they just can’t get it out.


I might amend my answer because I just had a class – a 101 class show and it was filled with introverts, and it was 8 weeks of pulling teeth – I was getting angry. What can I do to get them to know it’s okay? I over-worried and they did their show and it was a fantastic show. I literally saw them clench their fists and step out, and they used all the tools we used for 8 weeks.


So it was using the tools despite themselves?


I think it’s that and that a lot of improvisers are introverts and extroverts on stage. Once they make their move they are better than extroverts.


Then it’s a good thing! So if you’re stuck inside your body, it’s probably because you’re more thoughtful than the rest of us.


What’re you doing when you’re inside your own body? It’s always a lot of coulda-shoulda, or conversations they never had with people.


Or narrating what you would say – like, “I know something interesting that I could contribute but I’m not gonna…”


I think that’s it – introverts are just more rehearsed.


• How do you get people to get out there?

I guess, tricking people to go out on stage. I just started watching “Last Chance U” on Netflix, about a community college in Eastern Mississippi – an academic school, as well as kids who have been kicked out of other schools – it’s beautiful. It’s sad. It’s nerve-wracking. The coach is a screaming madman – but he makes them get out there and do it.


Sometimes you need to be screamed at, sometimes you need to be pushed into the pool. It’s up to the personality.


I feel like it also helps at times just to get the fuck over it. Look like a moron! Do it. Look like the stupidest person at the party, and then get really good at that. 


You pretty much sound like my teaching – just fucking do it. It takes that one leap. I’m very empathetic, too. I know what’s making you not make that leap – I feel it, I’m on your side- but get the fuck over it and jump. You will be taken care of.


It’s weird how that frees you, once you get good at looking dumb, even in a professional scenario.


Yeah. This is great because I just had a class – after their show, they all were hugging each other – you could look at them in their eyes and that same look – I remember when I had a little puppy – and it’s like the first time he had cooked meat. It’s like “Mmm, what is that?!” I could see it in all their eyes.


They’re hooked. That’s true! Once you do show up for yourself and you get out of your own way – it’s like a high.


It’s like Will Ferrell in Old School when he hasn’t had beer in a long time, “It tastes so good on your lips…” That moment you’re on stage – you’re prepared. Once you trust the process it feels so good.


Sometimes it helps to squeeze your physical torso to make a sound. I remember there was a time in my life when I couldn’t speak up – so sometimes you can actually force your physical body to make a sound.


That makes sense. So just punch yourself in the stomach?


Hahaha, Yeah! Kind of. Even if only you can hear you.


Is this for public speaking?


For public speaking, or if people have a fear of performance in general.


I have a question for you then – I have that wall with writing. I wrote out the first copy of a book, and I can’t write the second.


Oh my god, dude. I have the same problem. The only solution I can offer you – and I don’t know if it’s a good solution – is put it out anyway and then revise while it’s out there. The only way I can revise something is for other people. It’s my only motivation. It’s so daunting.


I think that’s why I’m good at improv, but horrible at scripting. “No, that’s not it..”


And it will never be good enough – but if it exists somewhere? Publish it and then keep revising it while it’s published. Then at least it’s out in the world and it has its own life that it’s living. I tried to get my mom to be my traffic person and say “do the revisions!” But it didn’t work.


That would not work with my mom – I’ve already trained in how to shut her down. When shhe’s in lecture mode, it’s like “Uh huh. Uh huh.” That’d be the last person I’d get to help me.


What would you tell someone to do if they’re really self-conscious – maybe with auditions, or presentations – if it’s a painful level of self-consciousness?


First of all, set yourself up for that moment. For example – the moment before you go on stage. Go see a bunch of shows and learn to mirror and mimic what other people do in that moment: small talk or not small talk? What I did was I literally stole parts of Second City’s stage show. We were in West Palm Beach, Florida– we didn’t’ know what to do – there was no training. That’s what got me up on my feet: mirroring other people, learning to do what they do. In my class, I don’t know if I told you about this – pirates and robots?




We tend to creatively attack scenes or art or anything, either with the left side of our brain or the right side. The pirate in us or the robot – there’s a little bit of both in all of us, but one’s more dominant. So the pirate gets out there and has no problem – throws himself out there, “Yar! What’s funny!” Then they fade in front of people. The robot is stuck in analyzing: seeing what goes on what needs to be said. They pirate– you tell them to think before you go out there. The robot people – telling them trust what you know and step forward. You don’t know you’re analyzing. That’s why I say see lots of shows, watch others.


What if it’s not introverts – and it’s paralyzing body dysmorphia. I know there are a lot of people who feel like they’re on fire when they’re being looked at.


Those guys are screwed.




Once you said that, my flash memory was jumping off the highest high-dive. I remember in summer camp how many times I went up the ladder, then back down. I would say after a week I finally jumped and I belly flopped. And it was the worst thing in the world and my teeth were loose, then I just got really good at it.


Cool – so it just wears off.



I think it also helps when you’re around so many people who are just comfortable in their own skin. That’s one of the things that I love about UCB – there are so many performers that are just so incredibly comfortable in their skin and it just makes me want that.


That’s what we teach: don’t hide behind a character you project, use yourself. I think once you learn to do that, the floodgates open. You can do anything as yourself.


Yeah, it’s like you become your own superhero.


But it takes repetition to get good at it.


I think acting like someone else helps a lot – even if you’re in a vulnerable place, emotionally. I always say borrow somebody else’s personality. Wear it, and act like them. You can be safe in your shell for a little while.


Well if you watch Betsy Sodaro on stage– that’s what a pirate is: she exists as herself, out there. If you try to act like Betsy Sodaro, you won’t be acting like Betsy Sodaro, you’ll be acting like yourself.


Oh so it’s like a little sideways trick to get you there! Get used to being extroverted or more confident.


That’s a neat note: play yourself on stage by watching others being themselves, and pretend to be them until you can finally find yourself.


Has the practice of improv evolved for you – like meditation for a monk?


Yes. I just finished a two-year stint of saying yes to everything. So anytime anybody asks me to do an improv stint in their town, I say yes.


I think that’s a great way to grow yourself. I think a lot of people end up in their routine where they think they’re happy, but they really don’t know. So saying yes to new things helps – just to grow more sense of yourself and more nerves.


And the craziest thing had stopped me: the flight. It’s amazing what roadblocks you put up in front of you that aren’t roadblocks.


So true. Or boxes you put around things – “It has to be this way. It has to be perfect.”


Yeah you’re creating excuses not to do.


Yeah, and half the time you don’t even realize that you’re actually just afraid.

• Have you noticed improv change your students?


I see people become stars. You see their confidence.  You see where they started and you can see it in their eyes – you see more white in their eyes. Mary Holland looked like that the whole time. I’ve seen her turn into a bonafide star. Same thing with Aubrey Plaza – from shows that I worked with her, see where she is now. Improv doesn’t get you an agent – it gets you the confidence to get an agent. The idea of being in the moment on stage and being able to accept anything without knowing what will happen next is a tremendous skill to have anywhere in your life.


I love Mary Holland because she goes there. I feel like she’s way more bold or willing to do something silly.


I just love how she listens.


Do you have any tricks for letting go of a fuckup?


No I don’t.




I have a note I give everybody and I try to take the same advice, myself. I always tell people, “There’s no such thing as a slump in improv. Having said that, I’m in a slump right now.” Because there really isn’t – but sometimes you just can’t think. Sometimes, your head’s just a little murky – swimming in Jello. So I tell my students before your show, give yourself one assignment: one thing to do. You can’t think about everything – but you can knock one thing out. So like, “Today, I’m going to work on supporting off the back wall – to help other people.”   Because maybe one of my problems is I’m hilarious and I take over the scene. Today I’ll work on that. Once you give yourself an assignment – work on it. And after the show, don’t ask anyone to tell you about it – you coach yourself. Say, did I do it or not do it? If you did do it – pat yourself on the back – the whole ride home. ‘I’m getting good at this!’ Then once you get out of the car – stop it. You’re not that good. And if you didn’t do it, get in that car: beat yourself up all the way home. ‘What the fuck am I doing? Why do I bother?’ Then, once you get out of the car – drop it. You’re no where near as bad. The idea behind that is: don’t obsess – but allow yourself that time. Allow yourself time to grieve about the bad moves you make but then also be able to drop it and then move forward.


I like the car ride: the controlled set of time…


It’s called “Way-Homer Notes.” Process it. I started in New York – on the subway. Because if not, I’ve done it the other way when I’m just on stage and I’m saying, “I’m doing it again. I’m doing it again…” and then I can’t stop.


I always think about – whenever I know I fucked up, I think, “This is exciting! I’m learning something. I’m gonna never do this again.”


Yeah, there are no mistakes – there’s only gifts.


Yeah, I know I’m going to never do this again. Like – ‘The fact that this hurts a lot, means I’m actually growing!’ You know when you work out really hard and your muscles hurt? That’s what that feeling is.


I don’t know what that’s like.


Hahahahahha. I feel like that’s the muscle that just got broken and now I’m going to heal it back, stronger.


I agree with that – I always tell students if you make a mistake or your scene partner makes a mistake, don’t roll your eyes – say, “Awesome. Where is this gonna go?” That’s probably the hardest training you’ve got to do.


I think another thing to know when you’re focusing on mistakes you’re being super self-indulgent. It’s like a little pity-party. It’s a way for you to say, “I’m sad.”


You’ve gotta watch “Last Chance U.”


Am I the coach?


You got a little coach in you: you’re a 300 lb. white Mississippi man.


That’s exactly what I look like.

• If you are trying to write or perform, how do you get inspired? How do you get creative juices flowing.


I try to celebrate the mundane. Enjoy the little things – find inspiration in the small. I’ll give you an example and it involves Ruby Tuesdays.


I like it already!


We were on tour and we went to Ruby Tuesdays – in a way that’s ironic. And all at once we all realized, this is just like their neighborhood bar – these are all just normal people. We’re just coastal elites. It was a watershed moment for all of us. When I go to visit my mom in West Palm Beach, Florida– I love going to the Chili’s. She loves The Cheesecake Factory, but then I’m spending all this time looking at everything. While in conversation with my mom I’m just seeing what’s happening. Taking it all in. If you’re a comedian, we do a thing called reality-base: what’s the truth of the scene, up front. Once you create something truthful, then something unusual appears – then we heighten that unusual thing to where the comedy is. If you’re not experiencing the truth, you’re not going to be able to play it– effectively. Like Antique Roadshow. I love what others would call boring, there are tremendous stories in there.  Antique Roadshow: why are these people bringing in things to be appraised? What’s the story behind the objects themselves? And then there’s the reaction they have to something being appraised – I call it the “Antique Roadshow School of Acting.” Right now, tell me the value of these glasses –(hands over his glasses) these are antique glasses.


$4.2 million dollars.


“Oh, wow…” That’s a truthful reaction. They’re not going to go, “AH BUH?!!!!”




“Oh man. That’s great, ah jeez – I need a seat.” That’s what they’re going to do. So find the truth in the scene and then heighten from there.


Oh man! That’s so funny. Have you ever seen Vernon, Florida?


Yes! I reference it all the time. I do monologues from that movie all the time.


It’s like air. I feel like I’m eating while I’m watching that movie. Like, it’s sustenance.


You know the story behind that?


No, you tell me.


The original story was going to be called Stumpville, because people were cutting off their digits and getting insurance to pay for it. So they’d cut off a finger to get workman’s comp, then when it ran out they’d cut off another finger and another finger. That was the original idea of the movie. 


Oh man, that’s so dark.


And there’s a connection with the Klan in that area, and they got some hostile blowback from them – so they were like, “Okay, we’ll just shoot some film...” And it’s a brilliant little slice of life.


So is that Maysles documentary – Meet Marlon Brando. It’s just him on a press junket and him getting bored out of his mind. And it’s such an amazing portrait because you realize he’s a genius.

• If you were to find yourself in a boring situation, let’s say you were at a party and you don’t have much in common with the other people, do you have any tricks to make it more fun?


I try to make it more about them. A friend’s brother delivered food for Cisco, and I said, “I want to know everything about that.” Try to get people to talk. I find that when I talk about me, I end up talking about my career. There’s nothing worse than leaving a party and realizing I talked about my career the whole time. So I really try to want to know about other people and let them talk about themselves. And most people do. I don’t go to parties much because I don’t like them. The last time I went I had a repressed memory released – I think, ghost stories came up. And someone said, “Have you ever seen a ghost?” And I was like, “Nah..(gasps) yes!”


I really want to hear about the ghost you saw!


It’s a long story…


Okay. Is there a ghost you saw or not?


To this day – I don’t know. But at that moment I was scared poopless. I ran out of the house.


I’ve seen a ghost.


Have you?


Yeah it looked like a regular person.


Okay I’ll give you the story. My stepfather, since remarried – I stayed in a room that my step-step-mother, her original husband shot himself in that room that I stayed in when I came to visit. The room is filled with collector trains.


Oh my god! Let’s make a movie of that right now.


It’s five miles into the woods. Dogs were barking outside. One was barking at a rattlesnake that was larger than a van. A giant rattlesnake. So I can’t keep the dogs back, so I go inside and I grab the house gun – because it’s Florida, you’ve gotta have a house gun. And I grab the dog – and just as I’m pulling it away and I’m about to shoot this snake, I hear out of the room, “Hoooo… hoooooo…” the trains started going for no reason at all. And I’m looking at a snake, holding gun, holding a dog – going “Bwaaa!!!!” I just lost my shit – grabbed the dogs, jumped in the van and drove away.


I would never in a million years be brave enough to stay there by myself.


In retrospect I went back, and found out there was a short in the wiring, something like that…but that was a memory that was repressed because I was so freaked out.


Wow, so it was kind of like a therapy session.

• I know empathy is a crucial component in improv. Do you have any advice for performers or non, who are trying to be more empathetic in life, or on the freeway, maybe when they get cut off?


In class and on stage I give this note: as you listen to this scene, listen to it as dad in the back row watching your show. In other words, who is the most clueless guy watching your show? Dad. You need to do things that are recognizable – that they can relate to. Make sure everybody is on board with what you’re talking about. The empathy connection in improv always starts with that reality base – of something that’s believable, that everybody can start to see. We’re not throwing our comedy at you – were letting you come into our comedy. It’s called representational theater – there’s a 4th wall up. How can you lure them into the scene? Get them to say, in their minds, ‘I know that. I’m familiar with that. I’ve seen that scene.’ The tricks we use are specifics: don’t say the car, say the Miata. Don’t say vacation – say Hawaii. Because someone in that audience has been to Hawaii. Now you’re connecting with them a little bit more.


So, think about your audience – and be gracious. And be inviting with yourself.


I think it’s a visualization: Ian Roberts used the term ‘flash memory.’ When somebody says something, you visualize something right away. When somebody says vacation, you can think of a lot of things – but when someone says “waterpark vacation” you think of something like “urine pool.” The more specific you can be, the audience can see what you’re talking about – once they see it, then the comedy comes. In real life it’s about painting as clear a picture as you can.


It’s almost like sharing. Or being extra open.


Yeah, listen with your eyes. Don’t listen with your ears.


Yeah, I feel like a lot of people –when we’re not that way with whoever we’re talking to it’s subconsciously because we’re trying to heighten ourselves. Be self-protective.


Sure! You’re thinking what you’re gonna say, not hearing what’s being said.


Or some part of you is trying to control things and make yourself higher versus being on the same plane with other people.




It’s such a different feeling when you’re talking with someone who is completely open and empathetic, who will never make you feel dumb; who will make sure you’re on the same page – and with them, the entire time. I feel like it makes conversations flow so differently.


Totally. There’s a book called “Audition” by Michael Shurtleff. He talks about communication is competition -  and that doesn’t mean you’re trying to win the conversation. A good competitive tennis game is when the ball goes back and forth and back and forth, not when someone is just slamming on the other person. Which means, every time somebody serves you – you go, “Yes, and–” and you add back. And you go back and forth until you have that great conversation. So you listen, competitively.  So that you can return volley. Listen to what they say, and add to that – then they’re going to listen what you said.


That is a great way to make friends, for anyone who’s struggling with that. Most of us think, ‘Nobody gets me. I’m just a loner.’ And then as soon as you start doing that, you realize you have something in common with everyone around you.  You just don’t know it.




• Do you ever get really angry? Like, punch-a-wall angry?


I don’t think so…I get upset. You mean like losing-your-shit angry?


Yeah. Do you think it’s partly because you’re present, more?


It’s a good thing and a bad thing – but I find, the more I’ve done this, the more I’m outside myself looking in. The more I observe things, the less I’m angry. I don’t lose my shit but I notice – this would be a time I’d lose my shit.


• If you could be any type of bird, what type of bird would you be and why?


My favorite bird to look at – that makes me go, “Ooh!” Is the Roseate, Spoonbill. Because it’s got a weird spoon-shaped nose – and I identify with it because it’s a flamingo that looks like a dork. So it’s a stupid-ass looking flamingo, and it’s like, “That’s who I am!”I just came back from Alaska – the Alaska raptor center where they take care of all the birds. I got some great pictures. The eagles are just like “((gasps))” The owls are incredible.


I’ve never seen an owl up-close but seeing an eagle in person is weep-worthy. It’s like, “Oh my god – you are magnificent!”


Yeah they’re gorgeous. Sadl,y the more you learn about the more you realize they’re just doofuses. 




One of the big problems they have at the Raptors Center is they get a call that says, “We got a flightless eagle.” And they say, “Is it trying to fly?” “Yeah.” “How puffy is it?” “It’s pretty puffy.” “Yeah, it ate itself too heavy.” They eat so much that they can’t fly. So they’ll just say, “Just let them sit there for a while. They’ll shit it out and then they’ll fly.” That’s the majority of their calls – eagles that eat too much and can’t fly.


Wow, well, they’re kind of like people in that way.


Pretty much! I am the American Eagle.


I can relate to the eagles. Any last words of hope or inspiration that you’d like to pass along to anybody?


I think the one thing we said today that I really like people to know is – there are no mistakes, there’s only gifts. I think that’s a good way to get through your life. Don’t let mistakes stop you – move forward with them and see where it takes you.


True dat. Well for anybody who wants to find Billy, I personally suggest checking out The Smokes at UCB on Franklin, on Monday nights. And you can check him out on Twitter @BillyMerritt and anything else I missed?


I have a Swarm show – The Swarm is the first Saturday of every month. The Swarm is the oldest improv team, besides the UCB, attached to the UCB – we’re the very first house team.


Thank you very much, Billy – for recording with me twice.

Twice as good!




Hey Sarah? There are no mistakes, only gifts.


That’s true! Thank you. And don’t forget to smile.