Tracey Takes On...

Tracey Takes On...

Still from opening title sequence (1997-99)
Genre Comedy
Sketch comedy
Created by
Written by
Directed by
Starring Tracey Ullman
Opening theme
Country of origin United States
No. of seasons 4
No. of episodes 65 (list of episodes)
Executive producer(s)
  • Allan McKeown
  • Tracey Ullman
  • Carey Dietrich
  • Dick Clement
  • Ian La Frenais
  • Stephanie Laing
  • Gail Parent
  • Allen J. Zipper
  • Allan McKeown
  • Tracey Ullman
  • Jerry Belson
  • Molly Newman
  • Jenji Kohan
  • Robert Klane
  • George McGrath
  • Thomas Schlamme
  • Jamie Lynn Arsenault
  • Kevin Berg
  • Kim Fuller
  • Sandra McKerroll
  • Tony Sheehan
  • Tom Sherren
  • Tammis Chandler
  • Simeon Hutner
  • Barry Dresner
  • Scott Gamzon
Camera setup Single-camera
Running time 21–27 minutes
Production company(s)
  • Home Box Office
  • Takes On Productions, Inc.
  • Witzend Productions
  • Home Box Office
Original network HBO
Picture format 480i (4:3 SDTV)
Audio format Dolby Surround
First shown in United States
Original release January 24, 1996 (1996-01-24) – March 17, 1999 (1999-03-17)
Preceded by
Related shows

Tracey Takes On... is an HBO sketch comedy series starring actress-comedian Tracey Ullman. The show ran for four seasons, and won multiple awards. Each week, each episode would focus on, or "take on," a certain subject giving the show focus. Ullman decided on twenty characters to play each episode, unlike her Fox series, which featured her playing a new character every week. Shooting the show on location gave her the ability to apply makeup, wigs, and teeth at a less frantic pace. The Tracey Ullman Show featured makeups that had not been conducted to a live audience. Ullman found herself fainting on the makeup floor, having to be revived. HBO commissioned a "Takes On" series after two successful specials were screened, Tracey Ullman: A Class Act, and Tracey Ullman Takes On New York.

Cable television gave her the freedom to create (adult) content that would be considered unsuitable for network television. Many Tracey Ullman Show alums, such as Julie Kavner, guest-starred throughout the run of the series.

Ullman created and portrayed a wide spectrum of characters; men and women of all ages, of different ethnic or cultural backgrounds, as well as different sexual orientations. The show was known to push the envelope with little to no controversy. Only her character Kay would return from The Tracey Ullman Show, as Ullman was the sole creator of the character. Over the course of the show, Ullman played a total of twenty-nine characters.

In 2003, the character Ruby Romaine was spun-off into a potential television series for HBO. A pilot was filmed but a full series was never green-lighted by the network. The pilot was aired as a comedy special, Tracey Ullman in the Trailer Tales.

In 1998, Ullman released a book based on the series, Tracey Takes On.


In 1990, Ullman's husband, television producer, Allan McKeown placed a bid for a television network. His bid included a possible show lineup. Among the shows he submitted, he included a "Tracey Ullman special." Ullman, who had just ended the run of her eponymous Fox series, had just given birth to their son, and was quite content staying at home. When McKeown informed her of the schedule he submitted, she expected nothing would come of it. When McKeown informed her that his bid was successful, Ullman felt a sense of dread; she would now have to do a television special. The special turned out to be Tracey Ullman: A Class Act, a show that poked fun at the British class system. The special's success led to HBO's interest in having Ullman do a special for their network. They requested that the show focus on a more "American subject." Ullman chose New York. That special, Tracey Ullman Takes On New York, was an award-winning success. Its result led to HBO asking Ullman and McKeown doing a "Takes On" series.

While producer James L. Brooks had helped launch The Tracey Ullman Show, and who had been her mentor, Ullman felt that it was time she'd go it alone and not depend on someone else to run the show. "Last year, I was 35 years old, and I thought, 'It's time to do it myself really. I thought, 'I know the premise, I know what I want to do. . . .' I sat at the head of the table and made myself a boss.'" Production on Tracey Takes On... began in 1995. Characters created for the former two specials were carried over into "Takes On" such as Trevor Ayliss, Virginia Bugge, Janie Pillsworth, Fern Rosenthal, and Linda Granger. Ullman had toyed with the idea of giving Fern her own regular television series, but found the character too exhausting to play. The Emmy-award winning Tracey Ullman Show makeup duo, Thomas R. Burman and Bari Dreiband-Burman, returned for the "Takes On" series, handling prosthetic makeups for the characters.

Over the course of its four seasons, the show featured numerous guest stars: Billy Connolly, Jon Favreau, Huell Howser, Hugh Laurie, Tobey Maguire, Cheech Marin, Carlos Mencia, Helen Mirren, Alfred Molina, Gary Oldman, Ron Perlman, Giovanni Ribisi, John Stamos, Bradley Whitford, and Danny Woodburn.

The "Takes On" writing staff included Jenji Kohan (creator and writer of "Weeds" and "Orange Is the New Black"), Jerry Belson, Dick Clement and Ian La Frenais, Kim Fuller, George McGrath, Allen Zipper, and writer/producer Gail Parent.

Director Thomas Schlamme won an Emmy Award for his direction on the show ("Tracey Takes On...Childhood"). Oscar-winner Mauro Fiore ("Avatar") acted as cinematographer for the series.[1]


In season two, the show opens with Ullman delivering a "candid" monologue in relation to that week's subject. In seasons three and four, Ullman is sitting, being interviewed by a person off-screen giving insight into her personal life and her thoughts on that episode's subject. Each episode then features interview-style short bits with the characters talking to the camera about something related to the episode's topic. Their names and occupations appear at the lower left-hand side of the screen. These bits run around the episode's long sketches; each episode features two to three of them, except in episodes which featured one big storyline with many of the characters taking part or interacting with one another. Seasons two through four of the series show Ullman delivering her closing line from The Tracey Ullman Show, "Go home!" after the episode's credits conclude.


(top row, left to right) Ruby Romaine; Trevor Ayliss; Rayleen Gibson (second row, left to right) Sheneesha Turner; Her Royal Highness; Chic (bottom row, left to right) Birdie Godsen; Janie Pillsworth; Mrs. Noh Nang Ning


see List of Tracey Takes On... episodes

Listed below are the subjects "taken on" in the original four seasons of Tracey Takes On... as aired on HBO.

Season one: Romance, Charity, Nostalgia, Royalty, Family, Law, Vanity, Health, Death, Fame
Season two: Sex, Fantasy, Mothers, Vegas, Secrets, Childhood, Food, 1976, Crime, Movies, Money, Race Relations, Supernatural, Politics, Music
Season three: Marriage, Hollywood, Smoking, Loss, Agents, Age, Man's Best Friend, Religion, Culture, Sports
Season four: Dating, Drugs, Scandal, Hair, Lies, Erotica, Books, America, Road Rage, Hype, Obsession, The End of the World

An un-aired season, Character Comedies, produced in 1998, eventually found a home on VHS, DVD, and Digital.

Character origins and development

Saturday Live and The Tracey Ullman Show

Kay Clark

Kay was based on a real woman who Ullman dealt with at her bank in England. The woman began living vicariously through her, answering the phone, "Hello, Hollywood!"

Ullman was able to transition the character to the HBO series due to her ownership of the role; Kay was a character she created pre-Tracey Ullman Show. The character was first introduced to audiences in 1986 on the British show, Saturday Live. Kay, in the Tracey Ullman Show worked at a bank in New York City. In Tracey Takes On... the character worked in a bank located in Van Nuys, California. No explanation was given for the character's relocation. Unlike the character's constant harassment by co-workers in The Tracey Ullman Show, Kay wasn't the victim of such behavior in Tracey Takes On.... Kay is the longest character Ullman has ever portrayed.

Tracey Ullman: A Class Act and Tracey Ullman Takes On New York

Characters Trevor Ayliss, Janie Pillsworth, Jacqueline Pillsworth (Janie's mother) and Virginia Bugge were created for and introduced in Tracey Ullman: A Class Act. Characters Linda Granger and Fern Rosenthal were created and first introduced in the comedy special Tracey Ullman Takes On New York.

Trevor Ayliss

Trevor was based on all the airline stewards Ullman has met over the years. After "Takes On" made its debut, stewards would insist that the character was based solely on them: "You're right," Ullman tells them, "Because that way I get free caviar." The character's sexuality is based on her observation of male flight attendants acting highly masculine to passengers and once reaching the back of the plane would suddenly become effeminate, much like the character in Tracey Takes On....

Janie Pillsworth

Janie Pillsworth was inspired by English magazine editors, Tina Brown (Vanity Fair) and Anna Wintour (American Vogue). Janie's mother, Jacqueline (Ullman) made her debut in season two of Tracey Takes On....

Fern Rosenthal

Fern is a character based on a friend's mother in Baldwin, New York. The character is also based on women she's encountered in New York. "I had seen this kind of woman many times in New York over the years. 'Loud, emotional with 'I'm from the suburbs' written all over her. She sat behind me at matinees of Cats and Les Miserables, not too shy to shout out to the performers, "Speak up, darling, we can't hear you!'" Ullman has talked about her being mistaken as being Jewish. Ullman, doing an impersonation of the feedback she's received: "Tracey are you Jewish? You must be, you're so clever."

The character Harry Rosenthal, Fern's husband, was originated by actor Michael Tucker ("Takes On New York"). For unknown reasons, the role was taken over by actor George Segal in the second season of Tracey Takes On.... Tucker played the character in seasons one, three, and four. Despite his character being killed off in season three, Tucker returned twice in season four in flashback sketches.

Tracey Takes On...


The character Chic was based on a real New York City cab driver who once drove writer, Allen Zipper to Laguardia airport. The line "You want to fuck me or you want to fuck my Mercedes" used in the series was an actual line that the driver used when talking about how woman in LA only cared about money. Ullman had a similar experience and spent the entire ride wondering how she could turn herself into the driver. "[Chic] is also a bit based on a guy who used to work in a restaurant when I was a teenager in London, who thought this was the best come on line to a girl, "Hey, darling, you like sex?" says Ullman.

Like with all her male characters, a prosthetic penis filled with bird seed was worn by Ullman when made up as Chic to feel like a man. Yak hair was applied for Chic's body hair, something Ullman frequently complained about due to its itchiness and the rashes she received.[2][3] An unnamed wardrobe mistress fell in love with the character and became so obsessed that Ullman says she nearly left her husband. Ullman was known to keep in character on and off the set.

Chic's name, along with his ethnicity, and religion, etc., are supposed to be unknown. However, in a 1997 promotional advertisement for the second season of the series, the character is listed as Chic Mendez. Chic's license identifies him as Chic with only the first three letters (A-v-a) of his surname visible due to a sticker that says "Hot Sex" covering the rest. In "Tracey Takes On... Money," Chic is audited by an IRS agent who tries to pronounce his last name: "Okay, Mr. Abbab... Avvan?"

Her Royal Highness

Her Royal Highness, or H.R.H., is described as an amalgamation: Queen Elizabeth's hat, Princess Margaret's eyes, and Princess Anne's teeth.[4]

Ullman sent the episode "Tracey Takes On... Royalty" to Diana, Princess of Wales, hoping she would enjoy the sketch "A Royal Visit." Her Royal Highness attends a dinner party at Timothy and Virginia Bugge's estate. Over the course of the meal, Her Royal Highness has some choice words about Diana and royal duty. In another sketch, attorney Sydney Kross makes an appeal to Diana via video, hoping to handle her divorce settlement to Charles, Prince of Wales. Diana, through her lady in waiting, contacted Ullman, letting her know that she had enjoyed the episode. In the aftermath of her death, Ullman removed H.R.H.'s mention of the late Princess, re-dubbing "Diana" with "Fergie." The Sydney Kross sketch was omitted entirely.

Sydney Kross

Ullman says that the character's look was inspired by Leslie Abramson, attorney for the Defense in the trial of Lyle and Erik Menendez. "I thought it was time to do a lawyer, especially with the O.J. Simpson trial. It would have been passe to play an agent." In season one, the character makes frequent references to said trial by using air quotes and referring to it as simply "the trial." Ullman used the character as a vehicle to take aim at attorneys becoming celebrities and America's new-found obsession with televised court proceedings. The character's personality was inspired by an agent Ullman used to have "who was insane."

The character was identified with the surname "Cross" and "Kross" in the character's short monologues throughout season one. "Kross" was decided upon from season two onward.

Erin McColl

The character debuted in "Tracey Takes On... Nostalgia." In seasons one, two, and three, the character would only receive one long sketch. In season four, she received multiple; long and short. Erin's nursemaid "Rusty" was portrayed by actress Kate McGregor-Stewart in season one. In season two, "Rusty," now renamed "Dusty," would be portrayed by actress-comedian Mo Gaffney. Gaffney would continue to make appearances in the two subsequent seasons.

Madam Nadja

Madam Nadja was inspired by real-life Hollywood madam, Madam Alex, who Ullman saw in the 1996 documentary, Heidi Fleiss: Hollywood Madam.

Mrs. Noh Nang Ning

Mrs. Noh Nang Ning was based on a donut shop owner Ullman and her co-writers frequented in Los Angeles.

Ruby Romaine

"She's a horrible sort of alcoholic bigot, but she's funny. I just like being Ruby. [When I played her on Tracey Takes On] I used to get the most mail about her, letters that said, 'We had a woman in our office for 20 years who is just like Ruby. She was really horrible and rude about everybody, but when she left, we really missed her!'"

—Tracey Ullman on Ruby Romaine in 2003.

Ullman says that Ruby is based on all the senior Hollywood union makeup artists who have done her makeup.[5]). In an interview with TV Guide in 2003, Ullman says: "I had a woman like this come on The Tracey Ullman Show years ago, and she'd done the makeup for Eisenhower. She's got the glasses on a chain 'round her neck, the blue eye shadow, somebody that last did her hair in 1962. And I thought, 'Well, what's she gonna make me look like?!'" In "Takes On," Ruby, who is seventy-two years old, is said to be the oldest working member of her Hollywood makeup union.

During a 2003 appearance on The View, while promoting her upcoming HBO comedy special Tracey Ullman in the Trailer Tales, panelist Joy Behar told Ullman that she knew who she based character on – Romaine Greene, make-up artist to Woody Allen.[6] Ullman appeared in two of Allen's films, Bullets Over Broadway and Small Time Crooks. She was also cast in Everyone Says I Love You, but due to time constraints her scenes were deleted.[7] Ullman admitted that it was partly inspired by Greene.

In 1991, Ullman portrayed real-life stage mother, Florence Aadland in a stage adaption of her scandalous Hollywood book, The Big Love. Much of subjects and incidents related in Florence's story are similar to those found in Ruby's back story. Ullman utilized the voice she gave Aadland for Ruby. Both Florence and Ruby have ties to actor Errol Flynn.

Ullman says that Ruby is relaxing to play as she's got a "big, soft, floppy, drunk body."

Ruby was such a hit with viewers that Ullman decided to try and create an entire series based on the character. A pilot was filmed, "Ruby Romaine, Trailer Trash." HBO decided not to green-light a full series and aired the pilot as a one-off comedy special, Tracey Ullman in the Trailer Tales.

Character retirement

Over the course of the series' four seasons, two characters were retired. Virginia Bugge was cut after season two because Ullman kept having to replace the character's husband with different actors – first Hugh Laurie, and later Tim McInnerny. The character Mrs. Noh Nang Ning was retired after the third season. No reason was ever stated, however the makeup for the character was excessive. Ullman described as being "buried alive."

Yellowface Controversy

A portion of the Asian-American community found the Asian character, Mrs. Noh Nang Ning offensive.[8] Ultimately, HBO supported Ullman, citing that she didn't portray the character in a negative light. Ullman later revealed how she received letters from Asian youth, thanking her for her character, appreciating that even though they were rarely represented on television, 'at least they had her.'

Theme song and opening title sequence

In season one, viewers would only catch a glimpse of Ullman asleep in a bed with a voice over (Ullman) reciting words or phrases in relation to that episode's subject. Due to this title sequence, viewers were left virtually unaware that Ullman was playing every character, or for that matter, which one(s). For the show's second season, a new title sequence was created, along with a new opening format. The new opening that preceded the new title sequence consisted of a monologue or interview given by Ullman. The new title sequence features Ullman and her cast of characters lip-synching to her 1983 hit song, "They Don't Know." This informed viewers that she was indeed playing every character and which ones would be featured in that particular episode.


Although never announced as the final episode, "Tracey Takes On... The End of the World" became the closer to the series. Storylines included: Kay's mother's death; Chic and Janie Pillsworth sleeping together; Hope deciding to lose her virginity; and Ruby's home being hit by a meteor. The last bit featured Sydney Kross trapped in the MIR space shuttle unable to make contact with NASA. Sydney was one of the individuals chosen to start a space colony of "super humans."


The series was nominated for thirty-six Emmy Awards, winning six, including one in 1997 for Outstanding Music, Comedy and Variety Show. The show won a CableACE award in 1996 for Best Comedy Variety Series; three American Comedy Awards; two GLAAD Media Awards in 1998 and 1999.

American Comedy Awards
CableACE Awards
Director's Guild of America
Primetime Emmy Awards
GLAAD Media Awards
Online Film & Television Association
Satellite Awards
Screen Actors Guild Awards


Al Hirschfeld

Famed caricaturist, Al Hirschfeld's artistic rendering of the series was used to promote the show's third season.[9][10]

Got Milk?

In 1999, Ullman was featured in a Got Milk? ad campaign, along with three of her alter-egos from the "Takes On" series.[11]

Home media

"Tracey Takes On..." North American VHS and DVD releases from 1998–2009.

Each release coincided with a new season of the show (seasons three and four).

Title Release date Running time Extras
Tracey Takes On... Sex, Romance, Fantasy January 27, 1998 80:00 Outtakes
Tracey Takes On... Movies, Vanity, Fame January 27, 1998 80:00 Outtakes
Tracey Takes On... Fern & Kay January 26, 1999 50:00 N/A

On December 26, 2005, Tracey Takes On... officially came to DVD from HBO Home Video. The series had been previously scheduled to be released independently, but was scrapped once HBO announced that it too was planning to release the series. The second season's DVD set found each episode's original title sequence removed and replaced by a blank black title screen running the episode's title and episode credits. The season's theme song, "They Don't Know" is replaced with the first season's theme, "Out of My Head." Extras on the sets include the original HBO pilot, Tracey Ullman Takes On New York (season one), commentary on one episode per season by Tracey, previously unreleased Character Comedies, and character bios and photo gallery. Seasons three and four were not released by HBO Home Video.

Seasons three and four were released as one DVD set on July 14, 2009 in the United States. While it claims to be "The Complete & Final Seasons of the Emmy Award-winning Show," the set is anything but complete. Many episodes are severely edited; some whittled down to a mere three to five minutes in length. "Tracey Takes On... Religion" is missing entirely. The set boasts 72 minutes of unseen bonus footage: three Character Comedies: Virginia, Ruby, Rayleen. Like, episodes were most likely edited or cut due to contractual obligations; most likely the music featured. The DVDs are region-free.

Title Release date Special features Running time
Tracey Takes On - The Complete First Season December 26, 2005 Commentary by Tracey on the first episode; Tracey Takes On New York; Tracey Takes On: Fern: The Early Years, Fern & Harry, Linda, Janie; Meet the characters: a slide show 300:00
Tracey Takes On - The Complete Second Season June 27, 2006 Commentary by Tracey on "Las Vegas"; Tracey Takes On...: Kay, Chris, Hope; The Many Faces of Tracey: a slide show 450:00
Tracey Takes On... Complete Seasons 3 & 4 July 14, 2009 Character Comedies: Virginia, Ruby, Rayleen 366:00

Seasons one through four were released for purchase through iTunes and Amazon Video-on-Demand service in the United States in 2009, but are currently unavailable in either store. The episodes were heavily edited; some combined to make up for lost length due to editing. In 2012, the entire series of sixty-five episodes were made available through Hulu. The episodes are uncut, except for "The Best of," which has its coarse language removed or replaced. The entire un-aired fifteen Character Comedies are supplied.[12]


  1. "Mauro Fiore". 1964-11-15. Retrieved 2012-08-17.
  2. "Producers Notebook Meet Tracey Ullman - CNN". 1999-04-16. Retrieved 2012-08-17.
  3. Cate (2009-04-16). "Tracking Tracey: Enter the antic world of Tracey Ullman". Retrieved 2012-08-17.
  4. "N.A.". N.A. July 27, 2000. CPAC.
  5. "Tracey Takes on Ruby Again - Today's News: Our Take". 2003-08-05. Retrieved 2012-08-17.
  6. "TTO - 2003 Talk Show Appearances". Retrieved 2012-08-17.
  7. "Woody axes Tracey. - Free Online Library". Retrieved 2012-08-17.
  8. Snow, Shauna (1988-04-10). "Tv & Radio - Los Angeles Times". Retrieved 2012-08-17.
  9. "TRACEY ULLMAN | Al Hirschfeld". 1997-10-01. Retrieved 2012-08-17.
  10. "TRACEY ULLMAN | Al Hirschfeld". 1997-10-01. Retrieved 2012-08-17.
  11. Missing or empty |title= (help)
  12. "Tracey Takes On - Full Episodes and Clips streaming online". Hulu. Retrieved 2012-08-17.
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