In Such Good Company: Eleven Years of Laughter, Mayhem, and Fun in the Sandbox

In Such Good Company: Eleven Years of Laughter, Mayhem, and Fun in the Sandbox

by Carol Burnett

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In this New York Times bestseller, comedy legend Carol Burnett tells the hilarious behind-the-scenes story of her iconic weekly variety series, The Carol Burnett Show.
In In Such Good Company, Carol Burnett pulls back the curtain on the twenty-five-time Emmy-Award winning show that made television history, and she reminisces about the outrageously funny and tender moments that made working on the series as much fun as watching it. 

Carol delves into little-known stories of the guests, sketches and improvisations that made The Carol Burnett Show legendary, as well as some favorite tales too good not to relive again. While writing this book, Carol rewatched all 276 episodes and screen-grabbed her favorite video stills from the archives to illustrate the chemistry of the actors and the improvisational magic that made the show so successful. 

Putting the spotlight on everyone from her costars to the impressive list of guest stars, Carol crafts a lively portrait of the talent and creativity that went into every episode. With characteristic wit and incomparable comic timing, she details hiring Harvey Korman, Vicki Lawrence, Lyle Waggoner, and Tim Conway; shares anecdotes about guest stars and close friends, including Lucille Ball, Roddy Mcdowell, Jim Nabors, Bernadette Peters, Betty Grable, Steve Lawrence, Eydie Gorme, Gloria Swanson, Rita Hayworth, and Betty White; and gives her take on her favorite sketches and the unpredictable moments that took both the cast and viewers by surprise.

This book is Carol's love letter to a golden era in television history through the lens of her brilliant show. Get the best seat in the house for "eleven years of laughter, mayhem, and fun in the sandbox."

Product Details

ISBN-13: 9781101904664
Publisher: Crown Publishing Group
Publication date: 09/13/2016
Sold by: Random House
Format: NOOK Book
Pages: 320
Sales rank: 13,866
File size: 27 MB
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About the Author

CAROL BURNETT has been an actor on Broadway, on television, and in the movies.  She has been awarded the Presidential Medal of Freedom, The Mark Twain Prize for Humor and the Kennedy Center Honors, among other singular achievements of a woman comedian who was nothing less than a pioneer and a role model for stars like Tina Fey, Amy Pohler and Amy Schumer.

Read an Excerpt


I recently had the extreme pleasure of receiving the Screen Actors Guild Life Achievement Award, and in accepting the honor I talked about how much I loved going to the movies with my grandmother, Nanny, as a kid. My favorites were the comedies and the musicals. I think that’s when I fell in love with the idea of, someday, being a musical comedy performer. Since there wasn’t television “back in the covered wagon days,” when I was growing up, I never imagined that my dream would be realized by having my own weekly musical comedy variety show on the small screen. But that’s exactly what happened.

I’ve been thinking about that time a lot, and since my memory is pretty good, I decided to put my thoughts down on paper for anybody who might be interested in what we did and how we did it.

In doing the research for this book, I watched all 276 shows, even though at times I felt like Norma Desmond watching herself on the screen in Sunset Boulevard!

When I was watching the first few episodes, the first thing I noticed was how I looked. I laughed out loud at my various hairdos, with different shades of red, remembering that I (amateurishly) dyed my hair myself every week using Miss Clairol, because I hated to waste my time sitting in a beauty parlor.

What really stand out are the changes that evolved. Of course the hairstyles, makeup, and costumes were constantly changing. Remember, this was the late sixties into the seventies . . . ​bell-bottoms, miniskirts, etc. The makeup was exaggerated—heavy eyeliner and large Minnie Mouse false eyelashes . . . ​upper and lower! Even Bob Mackie, our brilliant costume designer, who surprised us every week with his creations, both beautiful and comedic, would admit that he missed the mark on some occasions. But they were rare.

One of the things I noticed was how I evolved over those eleven years. I went from the “zany, kooky, man-hungry, big-mouthed goofball,” which was who I had fashioned myself into during my early years, including my time as a regular on the Garry Moore television show, into a somewhat more “mature kook.”

I always loved doing the physical comedy—falling down, jumping out of windows, getting pies in the face—however, around thirty-seven, thirty-eight years old, three or four years into the show, I found myself enjoying tackling more sophisticated and complex satires and some of the sketches that had a tinge of pathos. “The Family” scenes with Eunice, Mama, and Ed always touched me deeply, because as crazy as they could get, there was always an element of reality—these were people suffering disappointment and regret, raging against fate, doing the best they could.

Naturally, there were a lot of sketches and musical numbers I had completely forgotten. Some of them made me laugh, and some, I admit, made me cringe! But overall, I was transported back to the most wonderful and pleasurable phase of my career.

What follows are many outstanding memories of what occurred during a “regular show week.” I’ll share anecdotes about our cast members, many of our guests, recurring characters, favorite movie parodies, some of the funny and off-the-cuff questions from our audience and my responses—basically how we all played together in the sandbox—hilariously—from 1967 to 1978.

Some of these stories may be familiar to those of you who know me best, but they needed to be retold in order to give you the whole picture of those eleven wonderful years!

But I’m getting ahead of myself. Let me start over at the very beginning . . . ​


When I was growing up, theater and music were my first loves, so my original show business goals revolved around being in musical comedies on Broadway, like Ethel Merman and Mary Martin. My stage break came in the spring of 1959, when I was cast as “Winnifred the Woebegone” in the musical comedy Once Upon a Mattress, a takeoff on Hans Christian Andersen’s fairy tale “The Princess and the Pea.” It was an Off-Broadway production at the Phoenix Theatre, directed by none other than the iconic George Abbott, “Mr. Broadway” himself!

The show was originally scheduled for a limited run of six weeks, but it was so popular that it was moved to Broadway and ran for over a year. I got my wish; I was on Broadway! Because no one had expected the production to be so successful, there were numerous booking issues that caused our little show to be bounced from theater to theater—from the Phoenix to the Alvin to the Winter Garden to the Cort and, finally, to the St. James. There were a couple of jokes going around the business about the production during this period. I remember Neil Simon quipped, “It’s the most moving musical on Broadway! If you haven’t seen Once Upon a Mattress yet, don’t worry, it’ll soon be at your neighborhood theater.”

My second big break came in the fall of 1959 when I was asked to be a regular performer on The Garry Moore Show, a terrifically popular TV comedy-variety series. For almost a year, until the summer of 1960, I doubled up and did both shows. I would perform in Mattress on Tuesdays through Fridays at 8:30 p.m. and then do two shows a day on Saturdays and Sundays.

I would rehearse for Garry’s show eight to nine hours a day Monday through Friday, and then we would tape his show on Friday, in the early evening, which gave me just enough time to hop the subway and head downtown to arrive at Mattress in time for the 8:30 curtain!

I had no days off. Hey, I was young, I told myself—but evidently not that young, because one Sunday, during a matinee, I fell asleep . . . ​in front of the audience!

Normally, the scene involved Princess Winnifred trying her best to get a good night’s sleep on top of twenty mattresses, but she couldn’t. The mattresses were highly uncomfortable and lumpy, resulting in a very active pantomime in which I jumped up and down, pounding on the offending lumps, and finally wound up sitting on the edge of the bed wide awake, desperately counting sheep as the scene ended. Not this Sunday. As I lay there on top of twenty mattresses, I simply drifted off to dreamland. Our stage manager, who was in the wings, called, “Carol?” And then louder, “Carol!” I woke up with a start and nearly fell off the very tall bed. The audience howled, but the producers changed the schedule after that and moved the Sunday performance to Monday, so I could have Sundays off.

By that time The Garry Moore Show had switched to tape, like everyone else, but we still performed in front of a live audience as if it were a live show—no retakes, no stops. We wanted the excitement and spontaneity that went with the feeling of live theater—which was exactly what made the show so good, every Tuesday night on CBS.

The musical numbers and the writing were certainly worthy of being on the Great White Way; in fact, our junior writer was Neil Simon, whom we called “Doc.” He had worked for Sid Caesar on Your Show of Shows. It’s a little-known fact that Neil wrote Come Blow Your Horn, his first play, while he was working for Garry, who was one of his first investors!

Garry’s show was a great learning experience for me. I remember sitting around the table reading the script the week that the famous vaudeville performer Ed Wynn was the guest. Then in his seventies, he had begun his career in vaudeville in 1903 and had starred in the Ziegfeld Follies beginning in 1914. He told great stories about those days. He got on the subject of “comics vs. comedic actors.”

Garry asked him what the difference was.

“Well,” Ed said, “a comic says ‘funny things,’ like Bob Hope, and a comedic actor says things funny, like Jack Benny.”

That’s what I wanted to be . . . ​someone who “says things funny.”

I left Mattress in June of 1960, while I was still a regular on Garry’s show, but I really never dreamed television was going to be my “thing,” even though I found myself falling in love more and more with the small screen. Garry’s show allowed me to be different characters every week, as opposed to doing one role over and over again in the theater. In essence we mounted a distinct musical comedy revue every week—week in and week out—in front of a live studio audience, just like in summer stock.

However, I still harbored my dream of starring again on BROADWAY and being the next Ethel Merman.

CBS asked me to sign a contract with them after I had been on Garry’s show for a few seasons. The deal I was offered was for ten years, from 1962 to 1972, paying me a decent amount to do a one-hour TV special each year, as well as two guest appearances on any of their regular series. However, if I wanted to do an hour-long variety show of my own during the first five years of the contract, they would guarantee me thirty one-hour shows!

In other words, it would be my option! CBS would have to say yes, whether they wanted to or not!

They called this “pay or play” because they would have to pay me for thirty shows, even if they didn’t put them on the air. “Just push the button!” was the phrase the programming executives used. This was an unheard-of deal, but I didn’t pay much attention to it, because I had no plans to host my own show—never dreamed I’d ever want to. I was going to focus all of my energy on Broadway.


By 1966 I had married Joe Hamilton, who had produced Garry’s show, and we had our adorable daughter, Carrie, and another baby on the way. My Broadway career had not panned out, which was why we were in Hollywood to begin with, and I was as in demand as a carton of sour milk. We were sitting on orange crates and packing boxes in the living room of a Beverly Hills home we had somehow managed to scrape together the down payment to buy.

We had to do something to earn some money. It was the week between Christmas and New Year’s; 1967 was a few days away and our five-year deadline on the pay-or-play clause was about to expire. Joe and I looked at each other, looked around the furniture-less living room, and picked up the phone.

Mike Dann, one of the top executives at CBS in New York City, took the call and sounded happy to hear from me. He asked about our holidays and I said they had been lovely, but I was calling to “push the button” on the thirty one-hour comedy-variety shows they had promised me in my contract five years ago.

Mike honestly didn’t remember any of this. He was completely in the dark. Joe took the phone and reminded him in great detail. My guess is that more than a few lawyers were called away from their holiday parties that night to review my contract.

When Mike called the next day, he said, “Well, yes, I can see why you called, but I don’t think the hour is the best way to go. Comedy-variety shows are traditionally hosted by men: Gleason, Caesar, Benny, Berle, and now Dean . . . ​it’s really not for a gal. Dinah Shore’s show was mostly music.”

“But comedy-variety is what I do best! It’s what I learned doing Garry’s show—comedy sketches. We can have a rep company like Garry’s, and like Caesar’s Hour. We can have guest stars! Music!”

“Honey, we’ve got a great half-hour sitcom script that would fit you like a glove. It’s called Here’s Agnes! It’s a sure thing!”

Here’s Agnes? No thanks . . . ​we pushed the button.


CBS scheduled our show’s premiere for Monday, September 11, 1967, opposite I Spy and The Big Valley, both of which were among the top-watched shows on TV. It was pretty obvious the network didn’t think we’d last the whole season; otherwise they would have given us a more forgiving slot where we’d have had more of a chance to get some traction. In truth, we weren’t sure we’d last, either. We sighed and decided we’d at least get our thirty shows. We could start unpacking, because, for a year, the bills would get paid.

It was all a gamble, but despite everything, many of the original staff members from Garry’s show, like head writer Arnie Rosen, director Clark Jones, choreographer Ernie Flatt, lead dancer Don Crichton, and many more, took the plunge and followed us to California.

Lyle Waggoner came on board to be my handsome foil—I winced in embarrassment while rewatching the shows when I saw myself going gaga and swooning over him, which was a running gag for the first few seasons. Eventually, much to my relief, we deep-sixed the “swooning over Lyle” bit and he morphed from just being the show’s good-looking announcer to getting laughs as different nuanced characters. He turned into a very good sketch performer.

Vicki Lawrence had no professional experience when we brought her on. It was fascinating to watch her grow out of her awkward, young teenage stage and into a very clever and confident comedienne and singer/dancer.

Harvey Korman was a consummate comedic actor from the get-go, but I also saw him evolve over the years in ways that were astonishing. He never fancied himself a singer or a dancer. If our choreographer, Ernie Flatt, tried to give him a dance step to execute, he would freeze in his tracks, but if you gave Harvey the role of a dancer, he would improvise dance steps that made him look like Gene Kelly . . . ​well, I won’t go that far, but you’d swear the guy was born to move. It worked the same way with singing; he could sing up a storm if he was playing the part of someone who could sing!

We did a lot of movie takeoffs on the show, and I swear he seemed to channel those famous actors—Ronald Colman in our version of Random Harvest, Zachary Scott in Mildred Pierce, and who could ever forget his Clark Gable in our Gone With the Wind parody?

Tim Conway was a frequent guest in the early years and joined us every week in the ninth season! Much more about him—and the rest of our gang—later . . . ​

We all played together in our crazy, creative sandbox and delivered a fresh, Broadway-like musical comedy review each week, and boy did we have fun . . . ​for eleven years!

Table of Contents

Introduction 1

In the Sandbox 4

A Man's Game 9

Play! 11

Variety Shows in the Seventies 14

A Typical Week 19

Let's Bump Up the Lights! 24

Some of My Favorite Q&As 29

Our Gang 35

Vicki Lawrence 35

Harvey Korman 45

Lyle Waggoner 47

Tim Conway 50

Those Behind the Scenes for the Entire Eleven-Year Run 56

Bob Mackie 56

Ernie Flatt 62

Don Crichton 64

Artie Malvin 65

Music 67

Our Sound Effects 70

CBS Censorship 72

The Writing Staff 73

"Life Once Removed": A Conversation with Larry Gelbart 77

Explaining a Punch Line 79

Our Recurring Sketches Over the Years 80

The Charwoman 80

"Carol and Sis" 83

George and Zelda 85

"The Old Folks" 86

"As the Stomach Turns" 88

Speaking of Martha Raye … 91

The Queen 93

Stella Toddler 96

Mrs. Wiggins and Mr. Tudball 100

"Mary Worthless" 102

Another One That Bit the Dust 104

A Bad Idea for a Number 105

Fred and Marge 107

"The Family" 108

Betty White 116

Cary Grant and "The Family" 121

Eunice 124

The Famous Blooper 126

Cracking Up 129

"The Pigeon Lady" Gets Back at Tim 134

Characters and Auras 141

The Movie Parodies 144

"Mildred Fierce" and "Torchy Song" 145

"The African Queen" 154

Steve Lawrence and Eydie Gormé 155

"Went With the Wind" 162

Our Trips to England, Ireland, and Italy 170

"And Then Somebody Asked Me …" 176

A Miracle Moment 181

Down Memory Lane with Some of Our Guests 185

Jim Nabors 185

Ken Berry 189

Bernadette Peters 190

Alan Alda 192

Sammy Davis, Jr. 195

Roddy McDowall 199

Vincent Price 203

Donald O'Connor 205

Lucille Ball 206

"Lovely Story," "The Funn Family," and Other Guests 211

"Pillow Squawk" 211

Rock Hudson 218

"Double Calamity" 221

"Caged Dames" 229

Shirley MacLaine 233

"Lovely Story" 236

"The Funn Family" 239

Mickey Rooney 251

Nanette Fabray 254

Embarrassing Moments 256

"Are Those Your Own Teeth?" And Other Questions I've Answered 260

The Night I Got Even 266

Ken and Mitzie Welch 269

The Mini-Musicals 272

Australia 288

Lights, Camera, Action: More Movie Parodies I Loved 295

"Sunset Boulevard" 295

A Woman's Picture 298

"To Each Her Own Tears" 299

Lana Turner 305

"High Hat" 306

Rita Hayworth 309

"The Doily Sisters" 313

Betty Grable 323

Stress Relief 328

The Flip Shows 329

More Special Memories about Some Other Amazing Guest Stars 333

The Jackson 5 333

Ray Charles 335

Carol Channing 338

Jerry Lewis 341

The Only One, but Who Needs More? 344

Sid Caesar 344

Carl Reiner 349

Bing Crosby 351

Jonathan Winters 354

Dick Van Dyke 355

James Stewart 358

The Night I Fired Harvey 365

The Emmys 374

A Conversation with Dick Cavett 378

Harvey Leaves Our Show 385

Our Final Season and the Last Show 387

Afterword 393

The Artist Entrance 397

Wrapping It All Up 399

Appendix 1 Shows and Guests 401

Appendix 2 Writers by Season 421

Acknowledgments 429

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