The Groundlings is an American improvisational and sketch comedy troupe and school based in Los Angeles, California. The troupe was formed by Gary Austin in 1974 and uses an improv format influenced by Viola Spolin, whose improv techniques were taught by Del Close and other members of the Second City, located in Chicago and later St. Louis. They used these techniques to produce sketches and improvised scenes. Its name is taken from Shakespeare's Hamlet, Act III, Scene II: "...to split the ears of the groundlings, who for the most part are capable of nothing but inexplicable dumbshows and noise." In 1975 the troupe purchased and moved into its location on Melrose Avenue.

Philip Edward Hartman was a Canadian-born American comedian, actor, screenwriter, and graphic designer. Hartman was born in Brantford, Ontario, Canada, and his family moved to the United States when he was ten years old. After graduating from California State University, Northridge with a degree in graphic arts, he designed album covers for bands including Poco and America. In 1975, Hartman joined the comedy group the Groundlings, where he helped Paul Reubens develop his character Pee-wee Herman. Hartman co-wrote the film Pee-wee's Big Adventure and made recurring appearances as Captain Carl on Reubens' show Pee-wee's Playhouse.