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It has seen it all — two ham-handed Daleys, the Vietnam War, “flower-power,” the “Me” generation, yuppies and corporate downsizing — and it has harped on all of it.

For the last 39 years, The Second City theater has been the conscience of Chicago. When it started in December 1959, Second City had seven players and a bare stage. There were no costumes or props, save a few chairs.

The only thing in abundance at the converted Chinese laundry was talented performers harboring a wry sense of humor and cultural angst. Second City was making its audience reflect on the times surrounding them with hip satirical theater.

“As a performance element, satire was something that was fairly radical at the time,” said Kelly Leonard, the producer of Second City. “Real satire is hopefully biting, exposing different areas — be it the church, a president, sex or anything taboo — to our audience.

“But if it comes down to a laugh or a point, we’ll go for the satire every time,” he said.

So join Digital City Chicago as it finds out why the theater has become a must-see for Chicagoans as well as a stop for aspiring entertainers coming out of Chicago.

Before its time

Building the stage right up to opening night, this new “German-cabaret-style” theater boasting of improvisational techniques hit Chicago running.

That’s because the three partners — producer Bernie Sahlins, director Paul Sills and actor Howard Alk — took their cues, and many of their actors, from Second City’s predecessors, the Playwright’s Theater and the Compass Players.

The Playwright’s Theater and the Compass Players were a group of intellectuals in the ’50s — including Paul Sills, Mike Nichols, Elaine May, David Shepherd, Barbara Harris and Ed Asner — looking for a place to act.

“We had to fight to put on shows,” said Paul Sills. “We had to fight to build a theater. We were a bunch of people just hanging around, working ourselves into a group.

“We were the only theater in Chicago then, except for the touring shows downtown,” Sills said. “There was no such thing as an off-Loop movement, unless we were it.”

Opening night

The Second City presented “Excelsior and Other Outcries” on Dec. 16, 1959, with a troupe of five men and two women, a casting formula that would stand pat until a 1996 revue titled “Citizen Gates.”

To be sure, these actors saw this new improvisational theater as a way to grow in their craft.

Improvisation “liberated the actor, put him in touch with his personal being,” Sills said. “It has helped bring truth-telling and reality to the work.”

A perfect example of this performance-growth is Alan Arkin, who went on to star in movies such as “The In-Laws” and “Glengarry Glen Ross.”

“I went to Chicago and joined Second City because I thought my career was over,” Arkin said. “I thought I’d go out and just bury myself there and ply my trade and earn $125 a week for the rest of my life.”

He plied his trade well in the “Museum Piece,” one of the theater’s most memorable skits. In it, Arkin plays a beatnik who runs into a repressed, cultural North Shore woman, played by Barbara Harris, at the Art Institute.

The crude beatnik asks the neurotic woman if a painting grabs her “you know, in the gut?” “Well,” she says, “I can’t be objective, I have gas.”

Eventually, the beatnik gets the woman to drop her high-society pretenses and to openly talk about the paintings while he strums the guitar. While the attraction between the two is natural, once the beatnik tells the woman he has no place to live, she makes several excuses and high-tails it out of the Art Institute, horrified.

While the skit presents two social symbols meeting, connecting on a similar level and then being forced to separate by their differences, the reason it worked was the realism of Harris’ vulnerable intensity and Arkin’s natural aggressiveness.

It was that realism, brought out through improvisation, that also brought in the crowds.

“I think the first few shows at Second City were the best things I’ve ever done,” said Severn Darden, who has performed extensively on television, the stage and in movies. “I remember when we caught on, seeing the limousines lined up in front of the theater. Nobody quite expected that.”

The crowds should have been expected, though, because the performances the actors gave were exceptional, like in the skit called “Football Comes to U. of C.”

In it, three philosophizing book-worms — played by Darden, Arkin and Eugene Troobnik — attend the first class of Football 202. The class goes slowly as the three intellectuals repeatedly interrupt the professor with questions such as “Did football begin as a sacred or religious rite?” and with observations, pointing out that the lines on the field aren’t actually lines but rather segments and that the ball is a “demipolythtrahedron.”

It ended with the professor demonstrating how to hike the ball, which the three took as an outrageous homosexual act.

Out with the old . . .

With every successful venture, those that made it happen move on to bigger things. And, in an attempt to make it their own, the talented newcomers replacing the old guard make changes to the original formula.

Which is what happened at Second City.

New cast members David Blum, Brian Doyle-Murray, Jim Fisher, Joseph Flaherty, Judy Morgan, Roberta McGuire and Harold Ramis started with the little things.

Out were the solid black clothes of old. This new crew dressed in varied states of casual and colorful clothes that matched the early ’70s.

Also out were the intellectual jokes that lost half the crowd. The new crew was into getting laughs.

“People would say ‘ah haha, that’s humorous, and I know what he’s talking about’ — and of course no one did,” said Fisher.

So with the revue “Justice Is Done,” the humor moved from high-brow intellectualism to more like-minded populism. But the satire remained intact.

During a skit when Superman was asked to once again save the day, he replied, “I don’t want to get involved. I’m tired. I was held up in a holding pattern over O’Hare for hours this afternoon.”

In “Cooler Near The Lake,” a PTA discussion centering on sex education ensues in which one parent says, “I would just like to say that I for one would not like to sit around all day and look at sex organs. Sex organs do not belong in classrooms.” To which another responds: “That’s right. Keep them in the toilet where they belong.”

And in “Picasso’s Moustache,” interviewer Stubs Turtle asks a bus driver what he would change in America. The driver responded: “No change. Exact fare.”

Once the new crew got moving even the famous blackout scenes got the ax.

“Our form was, introduction, scene, go to black, applause, then change the chairs and repeat,” said Sahlins. “We’ve eliminated a lot of that.

“Quick cuts, flashbacks and flash forwards without explanations,” he said. The audience is willing “to be confused for a moment until they’re able to figure out what’s happening.”

That technique of scene dissolving into a somehow-related scene came alive with “No, No, Wilmette.” In it, the cast — minus Ramis but now including John Belushi — would end one scene and begin another with the same line.

A testament to the creativity of the cast was its eventual ability to link pot, Women’s Lib, voting machines, television’s nightly news and Shakespeare into a cohesive play. Which is why, by 1973, they all left the Second City stage for bigger things.

And in with the newer

“Phase 46,” an appropriate name for Second City’s 46th revue, had an entirely new cast: John Candy, Bill Murray, David Rasche, Ann Ryerson, Jim Staahl and Betty Thomas.

Relatively inexperienced compared to with the last gang, the troupe went back to the tried and true methods of Second City. And while not garnering critical praise, their first show came off rather well.

By “Et Tu Kahoutek,” a revue named after the Czechoslovakian astronomer, they were rolling.

Murray introduced his oh-too-Frank nightclub singer and Rasche, accompanied by Second City’s always present pianist Fred Kaz, sang a love song in reverse called “It Was Your Fault.”

In a blackout titled “Every Man’s Nightmare,” a group of rubberneckers gather around an injured man after he had an accident, only to run away, screaming, when they find the victim has dirty underwear.

While they remained light-hearted throughout, like most Second City troupes the cast wasn’t afraid to tackle serious subjects.

In one skit, a male police officer tells a rape victim it was her fault she was raped. But when a male rape victim comes into the station and a female cop gives him the same treatment, the male officer thinks it’s unfair.

Our 51st state

Sister cities Chicago and Toronto are very similar. Both play second fiddle to a larger city (Montreal has more people), both have a diverse population and a distinctive skyline and, by 1973, both had a Second City theater.

“Toronto has a natural comedic affinity with Chicago,” said Leonard. “So we started trading back and forth, exchanging talent.”

In August 1974, the first wave of Canadians hit the North Street beach with a substantial force. The cast, including Dan Aykroyd, Candy, Eugene Levy, Rosemary Radcliffe and Gilda Radner, was in town for a four-week run.

Candy opened “Canadian Show I or Upper USA” wearing a red plaid hunting jacket, socks pulled high with pants tucked into them, a long scarf, green sunglasses and a hood. And when asked what he’s supposed to be, Candy replied: “I’m dressed like a Canadian.”

While the humor was always comparable there, the group lacked the biting satire of its Chicago compatriots.

As in a skit involving Levy as the Great Riccardo, who teams up with a trained amoeba that tap dances and jumps through hoops, the jokes were there, but not much else.

The second wave from Second City-Toronto came down from the Great White North like an Alberta Clipper in April 1976, sending chills through the audience with another stand-out performance.

Unlike the last cast, with Radner being the lone American, and from Detroit no less, this group hailed largely from the States. Of the cast of five, Andrea Martin, John Monteith and Dave Thomas came from the U.S. Only Catherine O’Hara and Ben Gordon came from Canada.

Later that year, in a collaborative effort between Chicago and Toronto, Second City took a stab at television. Prompted by “Saturday Night Live’s” success, Sahlins and Andrew Alexander, now the executive producer of Chicago’s Second City, brought together the great minds of its past and present.

What they came up with was a parody that satirized television. Based in fictional Mellonville, SCTV’s cast included Candy, Flaherty, Levy, Martin, Rick Moranis, O’Hara, Thomas and later Martin Short. The show won two Emmy Awards for best writing and is still seen in syndication.

A gravy train with biscuit wheels

Garnering critical praise for one or two shows is one thing, but to come back year after year with inventive, provoking shows — using different actors at every turn — is Second City.

In “Wellsapoppin,” another totally new cast — including Eric Boardman, Don DePollo, Miriam Flynn, Steven Kampmann, Shelley Long and Will Porter — took a fresh look at retread ground.

Taking on the male ego — always a big subject — Long became Dr. Cheryl Kinsey, sex therapist. Imparting pearls of wisdom, the good doctor lectured on how a woman could convince her partner she is having multiple orgasms by injecting the right words at opportune times, “because nine out of 10 men will believe anything you say that praises their virility.”

In “Upstage, Downstage,” a prosperous group of friends five years out of college showed how “Flower Power” took a back seat to the almighty buck in the “Me Generation.” Hanging out at a party, the former left-wing Vietnam protesters had turned into self-serving jerks climbing up the corporate ladder.

Introduced in “Sexual Perversity Among the Buffalo,” James Belushi made his mark right away in a skit titled “Whitehorse Tavern.” Two brothers, played by Belushi and Porter, downed shots of grain alcohol as the older brother inducts his younger into the New York City lifestyle. With a show of alcohol-induced brotherly love, they salute literary figures who committed suicide, like Ernest Hemingway and Dylan Thomas.

The revue “A Fine Pickle” gibed at the nation’s political funk in the late ’70s, singing, “Ask not for whom the bell tolls, it does not toll for me.”

And so the church didn’t feel left out, in “I Remember Dada” George Wendt deftly portrayed Cardinal John Cody. When a pregnant woman, played by Nancy McCabe Kelly, asks the cardinal for a church wedding, Wendt talks into his cross about the audacious woman like it was a two-way radio with God on the other side.

It’s hit or miss, mostly miss

Historians argue the Roman Empire was in decline for years before it actually fell. And critics said Second City was experiencing a similar ride down the slippery slope in the ’80s.

In a 1982 review of “Exit, Pursued by a Bear,” Tribune night life critic Larry Kart wrote, “All is not well at Second City, and I suspect that all hasn’t been well there for some time.”

“Critics get tired of what we do,” said Leonard. “We were a victim of our own success, not realizing we needed to shift gears.

“The ‘hard times’ were the best times in terms of audience,” he said. “We were sold out every Friday and Saturday night.”

What the crowd saw was not all bad. The revues had their moments.

In “Miro, Miro, on the Mall,” a show critics lauded as the best since “A Fine Pickle,” a smug suburban mom, played by Mary Gross, and her son, played Lance Kinsey, are enjoying lunch at Marshall Fields. When James Belushi makes a pass at the mother, she gives the kid just enough money to see a movie.

Watching this, Belushi blows off the woman and says to the kid: “Your mother’s a bitch. Here’s 50 bucks. Run away from home.”

Things began to look up with the addition of Richard Kind in “Orwell That Ends Well.” He added a much-needed central male figure that had been lacking since Belushi’s departure after “Miro, Miro.”

By “Catch-27” in 1986, the Second City of old had returned. The cast had five returning members — Dan Castellaneta, Jim Fay, Maureen Kelly, Kind and Harry Murphy — and two newcomers in Rick Hall and Bonnie Hunt.

New faces, old charm

Being righted once again, or, in the case of Second City, maybe thrown a little off kilter, the theater once again started to shine.

The cast of “Kuwait Until Dark” — Steve Assad, Kevin Crowley, Aaron Freeman, Hunt, Joe Liss, Michael Myers and Barbara Wallace — looked at the Panamanian invasion, safe sex and family values.

In it, a father asks his teenage daughter why she was drunk at a party the night before. She protests saying that while everybody else was getting high, “I was drinking, because I’m a good girl.”

By the next revue, titled “The Gods Must Be Lazy,” the only remaining cast member was Liss. The others were replaced by Chris Farley, Timothy Meadows, Joel Murray, David Pasquesi, Judith Scott and Holly Wortell.

In one scene, a student goes into his high school counselor’s office and says he wants to be just like Ernest Hemingway. The counselor asks if the student wants to become an alcoholic writer who fleas his country and ultimately commits suicide. The student says yes and the counselor advises him, “Sounds like you want a liberal arts college.”

The revue titled “Truth, Justice, or the American Way,” with another new cast that included Steven Carell, Michael McCarthy and Ruth Rudnick, showed how low American politics had sunk by the 1992 presidential election.

In it, four adventurers go into the jungles of Vietnam to liberate POWs. All they find, however, is H. Ross Perot holding a graph that charted the POW issue. “You don’t get to be a billionaire by bein’ a nice guy,” said Perot.

Second City’s current revue, “Paradigm Lost,” follows the formula that was wrought through improvisation, trial and error and tradition. It mixes the reality of corporate takeovers with the improbability that a copier company could “go Country and Western.”

That skit incorporated the best of every Second City show because it did what the first show did in 1959, it offered a humorous look at a serious topic.