When Bob Odenkirk Met David Cross: The Inside Story of How ‘Mr. Show’ Came to Be

Jason Klamm wrote his first joke at age 8, he says in the forward to his new book We’re Not Worthy. He became obsessed with how jokes worked, becoming a comedy nerd and devouring all the sketch TV that the 1990s could offer. Luckily for Klamm, there was a lot of it. We’re Not Worthy, out on September 12th, traces the history of an insane number of 1990s sketch comedy groups, including the groundbreaking idiots at Mr. Show. In this exclusive excerpt, Klamm talks to Bob Odenkirk, David Cross and many others about how the show came to be. 

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“The first comedy sketch that I typed out on my mom’s typewriter was for a fake commercial for ‘Tasty Paste.’ It was some kind of like glue that you ate. I was probably 10.” Bob Odenkirk got the commercial parodies out of his system early. He spent $30 on a cassette recorder, taping sketches with his brother, Bill, and they both listened to comedy albums by The Firesign Theatre together. Firesign was especially notable for their sketches weaving together seamlessly throughout these 40-minute epics. “I think that Firesign Theatre was great. Fucking great. It’s wonderful and it can be fantastic and it can be as funny as anything, but it can be a more delicate thing. And it can be a softer kind of funny, and I don’t think there’s anything wrong with that.” On the other end of the spectrum, from the same era, the Odenkirks also grew up watching Python.

“Python is as clever and absurd as anything. And sometimes it can slip into a self-congratulatory, absurdist disconnect that really is about playing with form only. But very often, mostly Python is funny funny. Make-you-laugh funny.” If there’s a show that mixed the Python sensibility with Firesign’s obsession with flow and subversive satire better than Mr. Show with Bob and David, you won’t find it in this book.

“I think the first time I met Bob Odenkirk was a situation where Dave Cross had his car stolen,” remembers Mr. Show composer Eban Schletter. “He bought a new car and then he had a little party at Laura Milligan’s house, where people would gather and paint his car. He ended up driving this funky car that had murals all over it because he figured if that gets stolen, anyone can describe it so quickly and easily. I didn’t know Dave Cross all that well, and yet somehow I got the prime spot of the back trunk, perfect canvas, and I was drawing this weird kind of Don-Martin-ish guy with clouds behind him and stuff. And I thought I was doing a good job. And Bob Odenkirk is standing there.”

“‘You know what that needs? Little flying saucer going by in that cloud.’”

“And my first (thought) was like, ‘Who is this guy telling me what to paint? What the—?’ And then I looked at it and I go, ‘Oh my god, he’s right, that would totally make it.’ So I did do that, and that’s the thing that made it worth looking at. And I’m like, okay, all right. This guy was kind of butting in, but he obviously has good taste. And that was my very first meeting of Bob Odenkirk.” Bob also famously blew off David Cross when Janeane Garofalo tried to introduce them, because he had a sandwich to eat.

“Bob and I did not get along at first. He was pretty brusque and not friendly, but we had all these mutual friends and eventually kind of warmed up to each other,” says David Cross. “We were at a party at Laura Milligan’s. We’re in the kitchen, and we end up riffing what became the infomercial with (the line) ‘Kiss the pan.’” They wrote the “Super Pan” sketch up right away, an anxious meditation on abuse within the framework of an infomercial. Or, it’s an excuse for Bob’s British infomercial host to fly out a window, declaring “Only British people can fly.” Maybe it’s both. This started an immediate effort by the pair to write up material for each of their individual shows, outside of kitchens in other peoples’ homes.

“We were at Bob’s then apartment, on Sierra Bonita I want to say, and we had these other ideas, and we went to write them out. It was this effortless communication, where we were just building on this sketch idea in a symbiotic way that I just haven’t experienced, and I think very few people have that connection.” They quickly knocked out “Third Wheel Legend,” “Thirteenth Apostle” and “Racist in the Year 3000.” “Bob did his show. He had a whole bunch of stuff, I did like two sketches on that. Next week, I had my show, did a bunch of stuff, and Bob and I did two sketches in that. Both weeks, it was not even close — they were the most well-received sketches.” This is what made them decide to do a show together, and thus was born The Three Goofballz, out of which grew a bigger concept, which slowly but surely became the stage version of Mr. Show, sometimes called The Cross/Odenkirk Problem.

“Bob was much more savvy and driven about this stuff than I was,” Cross says. By this time, Bob had written on at least five shows, Cross just two, and only briefly. Still relatively fresh from the Boston comedy scene, for Cross, it was more about the pure joy of making comedy together; getting something on TV was the last thing on his mind. “It was an extension of (my time in) Boston, which was not particularly responsible. But it was fun and I guess I had some subconscious idea of like, why rock the boat? We’re having fun, who cares about making money?” Meanwhile, fortunately for them both, Bob was thinking of where the show could go, but quickly realized it was an unpitchable concept: It wouldn’t translate in an obvious way to TV, so they had to develop it further. Cross estimates they spent $12,000 of their own money (about $24,000 in 2023 money) to shoot and edit video elements for the live show — sketches and transitions — just like they’d end up having on their TV show.

Bob wanted to tweak the shows and invite audiences, making it clear that this could work on TV. They put on this new version of it at the UpFront Comedy Theater in Santa Monica. “There was an undeniable energy to it,” Cross says. “It became a kind of a hot ticket in town to go to one of these shows. We probably did a different one each month.” At some point during this run, HBO’s Carolyn Strauss saw the new show, which would lead to her bringing Mr. Show to HBO’s president of original programming, Chris Albrecht.

While HBO wasn’t specifically looking for sketch comedy shows at the time, Odenkirk and Cross eventually got some development money from the cable network to turn what they had into a more streamlined live show, even before it would become a TV script. They took the new version of the show to the brand-new U.S. Comedy Arts Festival at Aspen, performing on the first night, where Bernie Brillstein was in attendance. By all accounts, in their first performance, they sorta shit the bed. In Naomi Odenkirk’s great book Mr. Show: What Happened?!, Brillstein says that he told the guys to introduce themselves before their show, rather than go guns blazing, right into the sketch comedy from the top.

Brillstein’s advice worked, though not enough to get them a series order from HBO, who afterward requested some more material. Odenkirk and Cross soon delivered, and to their surprise (and possibly HBO’s) they got a four-episode order — kind of; they were only given the budget for two. The only running theme or real bridging material between episodes was intended to be the perspective of Bob and David. Their style would inform what the show was and how it felt, which they intended to make up the gap that would be left by avoiding the typical sketch fair of recurring characters. “Chris (Albrecht) said, ‘Yeah, we’ll do the show, but we can only afford two,” recalls Troy Miller, director of the Mr. Show pre-taped segments. “‘And it has to look like what I saw; it has to be shot in a club.’” Miller found a club called Hollywood Moguls that was too small to shoot in once the lights were hung. He worked the magic he’d honed back on his Not Necessarily the News days, first by making the club shootable, knocking out a wall (that they’d later have to replace).

“They had put risers and floor space in for the audience,” recalls Bill Odenkirk, an uncredited writer for some of the Season One material. “We’re not on a soundstage, so we often had to go around looking for crickets. Because there’d be crickets in this nightclub, and we had to silence them while we’re shooting scenes and what-not. So it was really tough. But then shortly after that, Bob and David got an order for six.” This meant more money, more writers and, presumably, no more six-legged comedy metaphors to take out.

Among the new writers for Season Two were Paul F. Tompkins, Brian Posehn, Dino Stamatopoulos, Jay Johnston and Bill Odenkirk, who recalls writing with his brother to be a great process, even if it could be contentious. “We actually kind of butted heads a lot on the show, but he really would try to find what it was that was so compelling about a particular idea. If it might fall flat, as they often did when we read them in the room, he would try to dig deeper and find out what it was that you thought was funny originally about it, and tried to bring it out and nail it down, and saved a lot of sketches that way.” Maybe because he’d seen the worst sketch comedy has to offer, Bob wasn’t dictatorial. Final say on a sketch also didn’t mean the only say; some sketches also had to pass the audience test, even before they were shot for TV.

“HBO had a tiny theater on Seward,” Bill recalls. “We would have a collection of scenes that we wanted to present before an audience. As I recall, there were scenes that we really loved, but we’re not sure if a larger group than this group of writers is going to love it.” This also happened if the room was split, or even if a sketch didn’t work on paper, but might on stage. The biggest struggle, though, were the “links,” which is what they called transitional sketches, which made everything flow seamlessly from piece to piece.

Bob explains that he and Cross wanted each link to work for the sketch they were leaving and the one they were transitioning into, and if they could, the link should be funny on its own. “Well, that is just ridiculous. And we would get stumped up trying to link up two sketches. I would say the most we spent was two full days on one stupid link.” It eventually was made clear to them that the audience loved the act of linking the sketches, but didn’t necessarily care about the nuance the writers were losing 48 hours of their lives to. “Somewhere around the third season, we really wised up. We stopped trying as hard because the audience just didn’t notice that we even tried so hard. They didn’t give a shit.”

“I think Bob and David really sweated it,” Bill says. “We didn’t want to do a lot of those connections where you were on one scene, and that finished and then you pulled into a TV and then you pulled out to some other place.” They would do the TV thing on occasion, but it wasn’t preferable, and either way, it was all an experiment in what sketch comedy could be, while also still being funny.

“We had a very, very capable director, Troy Miller, who helped see these things through on a minuscule budget,” Cross says. “Like ‘Coupon: The Movie,’ where even though we had a budget of $1,000, Troy was like, ‘Oh, we’re gonna use this camera, we’re gonna do this, we’re gonna do that, we’re gonna shoot a plate.’ All of a sudden, you’ve got this cool thing that you didn’t think was going to look that cool or interesting.” The joy of discovery on shows with small budgets can sometimes overshadow the stress of making it work in the writers’ room. “Outside of the arguments and stuff, when you’re doing the actual scenes, they’re fucking funny.”

Actor Brett Paesel recalls that, like a lot of shows in this period, Mr. Show’s on-location shoots could be pretty run-and-gun. “It was like stealing shots, like literally driving around in a van, running out, getting the shot and coming back. A lot of things in Troy’s backyard. I mean, it was really, really, really bare bones.” While it was a young show, she found it to be mostly supportive once she established herself. “The group very quickly split into those guys who would talk to me since I was married and those who wouldn’t, and who would just sort of simply look over my head, like, ‘Who’s next?’ So socially, that was very interesting because there was one group of guys who were pretty sort of straightforward and dealt with you like a person and then the others who just sort of ignored you because you were in the way.”

Jerry Minor, who would go on to SNL and VH1’s Random Play, among a number of other shows, got his start on Mr. Show while he lived in Detroit. Bob and David were working on their stage show and hoping to shoot a sketch called “The Recruiters,” about two basketball recruiters who start scouting before their future players are even in school. Minor’s Second City director was Tom Gianas, who would go on to write for SNL. “He introduced me to Bob and David. They came to Detroit to shoot some stuff just because they were friends with Tom and he directed this sketch. They wanted to use the backdrop, and they used some of the people that were there.” Minor plays the father of one of the young future basketball players. A few years later, he’d run into Bob once more, in time to be cast in the final season.

Brian Posehn started writing on Season Two, after Bob had seen him put on a sketch show of his own. “I wrote a sketch for Bob to be in where he played a boss. I was a guy who passed out when he lied. It’s the traditional, ‘We’re having the boss over for dinner, and I hope nothing goes wrong.’ He would say things to me, and I would lie and then I pass out and fall on things.” Posehn’s handle on the format and his ability to be meta, he says, got him in the circle. In an era where anti-comedy and alternative comedy cohabitated with a sincere desire to make something funny, they needed people who could strike that balance well.

Mr. Show became well known for taking chances, too, without the sort of cynical “take no prisoners” attitude of other sketch shows that weren’t sure what they were about, so chose instead to push the envelope. A lot of Mr. Show’s big swings were directed with such biting irony that the content alone would’ve kept them off of network TV. One such sketch is “Larry Kleist: Rapist,” which shows a world where saving money on incarcerating criminals means following them with a sandwich board that says “Rapist,” and that every introduction to every other human must begin with a similar verbal introduction. The sketch simply explores an idea, but you can imagine letters coming from people of all stripes who don’t understand it.

“That’s what our stand-up was, too,” Posehn says. “I mean, that’s already what Patton and I were doing in San Francisco. We just didn’t want to be like brick wall stand-up, and we also didn’t want to be SNL; we didn’t want to do exactly what those guys had already done. We were inspired by what they had done, and we weren’t saying that what they had done was wrong or not funny; I was always going to do my own thing.” To accomplish this, Mr. Show had some simple guidelines — no parodies or impressions — it wasn’t going to be The Ben Stiller Show. This seems to be the case with the actors, too. They could all pull off typical “sketch acting” — two of them had to do that on The Edge not long before — but they also knew plenty about committing to the reality of a piece, no matter how stupid the premise.

John Ennis, Jill Talley and Tom Kenny acted on all four seasons, but didn’t write. Their investment in these sketches is visible on-screen but doesn’t come with the weight of having created the shows from scratch. Ennis was a college friend of Cross from Emerson, who followed him to L.A. when the big move came. Talley was at Second City and in All You Can Eat, then Happy Happy Good Show. While there weren’t a ton of parts for women on Mr. Show, Talley has since said that she was given a lot of room to make the parts her own. Mr. Show demanded commitment from apparent utility players in sketches so tightly written that it became clear that there weren’t any incidental parts, especially for Talley, whom it took a few actors to replace.

“The main moment for me was when Jill Talley got pregnant,” recalls Paesel. “They sort of split Jill’s roles up with two or three other women who handled them for the most part.” Some of the other roles went to Stephanie Courtney, who — though they’re in the same age range — felt like Bob and Naomi Odenkirk were her “second parents.” “I was clueless, I was 28, but I was a young 28. (Naomi) gave me the best advice. She was just like, ‘You are either watching or doing comedy every night. That is the deal.’ And that got me meeting people, which normally I would be in a fetal position, I think, at home.” She was a waitress, a nurse in a hospital, a few small roles that would help her join the union. “I think my first part was, I was a sex worker about to be murdered by Brian Posehn.”

The first season of Mr. Show was a magic trick of turning two shows into four, and Season Two was a reasonable, six-episode order. Both Seasons Three and Four were to be 10 episodes each, but they were given the same amount of time in which to make them. Piling it on, Bob and David were also producing and co-writing the Tenacious D shorts for HBO. “We worked straight 38 days, and those are long days,” recalls Cross. “Let’s say you’re shooting episode two, but you’re rehearsing episode three, which you’re going to shoot in five days, and then doing the post on the first show, and figuring out music. Then when you’re getting the latter half, then you’re also starting to promote the show that’s going to air even though you’re still working on the back half and trying to do Tenacious D.” 

Cross wasn’t sure if he could do a Season Four, but with a little rest, he was ready to try it again. That season, though, sealed the deal. “By the end of Season Four, I was done. And I would have said no to a Season Five if HBO didn’t say no for us. It stopped being that much fun.” HBO had pushed them to midnight on Mondays, away from their “Comedy Block,” and into a no-man’s-land where shows go to die.

Scott Aukerman (Comedy Bang! Bang!) and his writing partner B.J. Porter both worked on Season Four, and afterward worked with Bob on several movie scripts, one which nearly got made. Aukerman recalls a conversation with Bob about a possible Season Five. “At one point, he was like, ‘Well, we’re thinking, we’re going to do more Mr. Shows and more Tenacious Ds, we’re going to do 10 episodes of each. We want you to produce the Tenacious D show, and you guys just want to like host Mr. Show instead of us, or whatever? Because I think it’s too much work for us.’” 

This proposed iteration would’ve been less about sketch “links” and Bob and David wouldn’t have to be in everything. “‘Sketch should be fun and easy, why are we wasting our fucking time doing these?’ The links were a big problem. They’re what made the show kind of special and arty in a way, but in terms of the writing, they had so many rules about them.”

Bob recalls some of the thought process behind a proposed shift in the Mr. Show operations. “I’m sure we talked about the second one. Doing Mr. Show Without Bob and David. Because isn’t that something you should be able to do if you get a couple of good comedy writers together? Do some version of that show? But of course it’s kind of ludicrous, too, because what was great about Mr. Show was it wasn’t some generic framework. It was our point-of-view on the world. It’s why that show is still, for me, the strongest expression of my outlook on life.”

We’re Not Worthy: From In Living Color to Mr. Show, How ‘90s Sketch TV Changed the Face of Comedy is now available for order.