PAUL RUDD: It's a safe way of watching something everyone can relate to. It's, "Oh God, I so know what it's like when you just can't stop talking and nothing you're saying is right but for some reason you just keep talking and making it worse." I think everybody has felt insecure, and awkwardness is great fuel for comedy.

JOHN ENBOM: I know there were certain episodic plot points we considered that we were just like, "All right, that feels . . . too evil." We never wanted the show to be simply cringe-inducing. There is that fine line. We never punished people like we were just putting them through the ringer for our amusement.

ROB THOMAS: We went through this many, many times: How far can we take Ron down? Roman is also fun to lump humiliation upon. Martin is just so good at playing put upon.

MARTIN STARR: It did wear on me, playing someone who was so unhappy. Putting yourself in that kind of headspace for 10 weeks at a time—I think it's difficult reminding yourself that you are happy when you do it. I just became more of a spiteful dick.

KEN MARINO: I don't know what Martin's talking about. He just played himself. Martin would just show up, and say his lines . . . [pauses] Now I'm gonna get in trouble. Can you put in there that I'm teasing Martin? Martin is probably my favorite character on the show. My favorite moment is at the porn awards, when he can't help himself, and he has to correct the porn star that he could have sex with on what's sci-fi and what's fantasy. I just remember you see him thinking about it, and then you're like, "Don't. Don't! Just go and have sex with the porn star!" And he can't help it.

LIZZY CAPLAN: Ken got to do a lot of the great stuff. I think maybe my favorite moment of the whole series is when he's throwing up on the ground in the high-school-reunion episode ["James Rolf High School Twentieth Reunion"]. His whole arc in that episode was just so embarrassing and horrible, and it kind of broke my heart. But that's my favorite kind of television to watch.

DAN ETHERIDGE: Ron ending up in a puddle of his vomit, with [guest star] Molly Parker crying—that episode's not just about no-win, that's episode's about the utter void of the potential for a win. I still laugh at it every time I watch it. It's horrible!

JOHN ENBOM: We had lots of footage of Ken Marino throwing up, and they decided to use all of it, so we had this like four-minute operatic Godfather-esque montage of him vomiting forever, which everybody laughed and laughed at and thought it was hilarious, but then we were just kind of like, "Okay, we're just watching this guy suffer and laughing at him." We didn't censor ourselves but had to feel around a lot to find the right way for that to land.

DAN ETHERIDGE: I was out there that day. If you take a long, hard look at that pool of vomit, it's actually about the size of a kid's wading pool. There's no way that one human being can generate that amount of vomit. We were there, like, "Come on." It almost breaks the scene. But we got through it.

FRED SAVAGE: It was painful to shoot, it was painful to think about, and it's hilarious. I remember when we shot that, Ken got a little emotional, because it was so hard. I also think he almost passed out by pushing so hard to vomit.

KEN MARINO: Yeah. It hurt, actually. Dry heaving like that over and over and over again, violently dry heaving, lying in a puddle of canned soup and dog food . . . I don't know what it was, but they had this pipe coming out of me, and they were just pumping vomit, and I was lying in this kind of cold, soupy, gooey . . . I remember it not smelling good. It was a cold night. It was the end of the night. It was exhausting. I went home and was like, "I feel like somebody beat the shit out of me." So I felt some version of what Ron felt, without the alcohol poisoning. It's one of my favorite episodes.


By all accounts from the cast and crew, Starz was a supportive, hands-off partner and allowed the show to operate without being noted to death. The network pushed for only one thing: adult content.

DAN ETHERIDGE: Let's put it this way: We were asked by the network, and not in an offensive way, to explore premium content, and part of that was some nudity if it was possible. It made us all flinch a little bit. Porn awards ["Sin Say Shun Awards Afterparty"] was born from trying to take that request and figure out a way to do it that will enhance the show. Failed orgy ["Nick DiCintio'sOrgy Night"], similar thing.

LIZZY CAPLAN: It really was Starz pushing for boobs, constantly. They loved boobs. I think it was coming from high up. There were just random boobs flying around in our show sometimes.

DAN ETHERIDGE: Being the gay one of the four, I never see women's breasts. John and Rob and Paul are married, so how many breasts they see in their everyday life, I can't speak to. But yes, there were probably a bit more in the show than normal.

JOHN ENBOM: It's certainly not my experience, but like I said, I haven't been a caterer.

RYAN HANSEN: When you read the script, you're like, "Kyle gets to do a boob test and he squeezes boobs! Oh, dude, that's gonna be so fun to shoot!" And then you do it, and the girls are, like, quivering and about to cry when you like touch their chest, and you're like, "Okay, I'm going to try it now . . ." and they're like [sobbing], "Okaaaay . . ."


Somewhere at the intersection of humiliation and adult content lay the revelation (in "Sin Say Shun Awards Afterparty") that Ron Donald had an enormous penis.

FRED SAVAGE: We had a lot of different dicks on set to choose from, and we would paint them and color them and make them try to look as authentic as possible.

DAN ETHERIDGE: John and Fred spearheaded that effort, and as I recall, it was pretty ornate.

KEN MARINO: It was a dildo I brought from home. No. But I think the smart thing they wanted to do was to talk about it, talk about it, talk about it, not show it, tease that you're not gonna show it . . . and then the last minute you just see a hint of it, being folded back into my pants. I thought they handled that really well. Any more cock would be too much cock.

ROB THOMAS: We got into long discussions about, like, "How long can Ron's penis be when we expose it? What is the believable length of wang? How many frames can we show it?"

DAN ETHERIDGE: It was always our intention that it must be shown, simply because you wouldn't expect it. So I think there was a little bit of extra attention that needed to be paid on our very low-budget show to finding something that, while it would be astoundingly long, it would not utterly break credibility. I think they found the sweet spot. It's right at the outer edge of credibility. We're happy for it to be ideally a small gasp moment that doesn't actually show dick, and then let's all move on.

FRED SAVAGE: That somehow made you root for Ron a little bit. Like, "Oh, that's the one thing he has going for him."


After shooting eight episodes, the other shoe dropped: Jane Lynch was called back to her primary obligations on Glee.