When Lisa Kudrow and Michael Patrick King pitched The Comeback to HBO in the early aughts, it seemed like a no-brainer.

King was fresh off writing the two-part finale of Sex and the City, while Kudrow was wrapping up her 10-season run on a little show called Friends. Pitched as a Hollywood satire, the show’s first season follows washed-up sitcom star Valerie Cherish as she attempts to reclaim the spotlight with a new role. Presented as the “raw footage” captured by a camera crew filming Cherish for a reality TV show, The Comeback gave viewers a front-row seat to the desperation and delusion of a (barely) working actor.

Though Kudrow earned an Emmy nomination for her turn as Cherish, the series didn’t draw a large audience. It was too cynical, too meta, perhaps too ahead of its time—arriving, as it did, before the wave of Real Housewives and “cringe comedies” that followed in its wake. HBO canceled the show after one season, but when it became a beloved cult artifact—hailed by a small but devoted following as a misunderstood masterpiece—the network eventually revived The Comeback for a second season, which aired in 2014.

“Thank you to HBO for canceling us,” Kudrow tells Vogue. “Because The Comeback got to become something entirely different from what we originally envisioned.”

Cherish’s arc has come to reflect Hollywood’s various trials and tribulations over the past 20 years. Season one was rooted in Michael Patrick King’s anxieties about the rise of reality TV, while season two considered the rise of streamers and the decline of sitcoms in favor of gritty “prestige dramas.” Although the season two finale seemed to give Cherish her happy ending, with an Emmy Award and a healthy personal life, King and Kudrow always left the door open for more.

“I believe Lisa as Valerie could be hilarious doing anything—waiting in line at Whole Foods, getting a smoothie, going to a yoga retreat,” King says. “But while all that stuff may be incidentally funny, we needed a reason big enough to justify bringing Valerie back.”

For season three—which HBO greenlit immediately—it was King who came up with the idea of Cherish agreeing to star in the first sitcom written by generative AI, How’s That?. By the finale, when she’s encouraged to speak out about how AI is no replacement for actual writers, her actions invite the wrath of network executive Brandon Wallick (Andrew Scott) but earn the respect of kindly showrunner Jack Stevens (Bradley Whitford), who later casts Cherish in his next hit show, The Judge’s Table.

In a callback to the start of season one, the series ends with Cherish sitting for her final interview with documentary filmmaker Jane (Laura Silverman). “Valerie, I’ve watched you for 20 years in an industry that offered you nothing but humiliation,” the latter says from behind the camera. “I don’t know how you kept going.”

Cherish looks befuddled. “Isn’t that funny? I never felt that,” she says. “I think you have to agree to be humiliated, and I never signed up.”

“Jane has clearly always seen Valerie as a victim, but she just doesn’t see herself that way,” Kudrow tells me over lunch on the Upper East Side. “She refuses to.”

With the season three finale now streaming on HBO Max, Kudrow sat down with Vogue to chat about 20 years of The Comeback and saying goodbye to Valerie Cherish—for good this time.

Vogue: I read some of the press that you and Michael did around the season two finale in 2014, and you hinted that Valerie might eventually return.

Lisa Kudrow: We’d get together for lunch and inevitably one of us would always say, “Okay, so what do you think Valerie is up to?” At one point there was a trend where every network seemed to be doing live musicals, and I thought it’d be funny if Valerie did something like My Fair Lady where she’s Professor Higgins. Then during the writers’ strikes in 2023, we got to talking about how Valerie would picket just so she could network with showrunners. Eventually Michael said, “Everyone is trying to do multi-camera sitcoms again because they’re inexpensive and can be extremely lucrative, so what if Valerie gets offered the lead in the first sitcom written by AI?” I just thought, Well, there it is.

Did HBO have any reservations about the idea?

They were totally on board, and why shouldn’t they be? Nothing in our show is science fiction at this point. Michael was talking to [HBO Chairman and CEO] Casey Bloys about something totally unrelated and said, “By the way, Lisa and I were talking…” HBO wanted to start as soon as possible.

How was your experience with the network this time, compared to when you first mounted The Comeback 20 years ago?

Most of the executives back then liked the show because it had a niche audience and felt “very HBO,” in that it didn’t really fit anywhere else. But from what I’ve heard, there was one executive—some guy way above any of the people we ever dealt with—who hated the show.

Do you know why?

There were a lot of straight, male executives who found it quite punishing. I think it was hard for them to watch this woman get treated so badly by men who looked like them. Nobody really talked about that stuff in 2005. At the time we just thought, well, these are the types of men in charge and their behavior is a given, so how would Valerie navigate them? Most men watch her and think, Why doesn’t she keep her mouth shut? Why is she still talking? It was cringey to a lot of people.

Did you ever see Valerie as cringey, or feel like you played her that way?

Not at all. After the first season, other actors would tell me they had to watch the show between their fingers. They’d say, “It’s so good, but it must be so hard to play. I see the look on your face and I know Valerie’s pain.” I would just look at them like, Pain? Huh? I wasn’t ever in pain playing Valerie because Valerie’s not in pain.

Your opinion reflects whatever you bring to the table, because there’s no music or laugh track telling you how to feel.

And that’s uncomfortable for people who would feel humiliated in these situations where Valerie just dusts herself off and keeps going. Is she delusional or resilient?

Since most of the first two seasons are through the POV of a camera crew filming Valerie, how did your approach to Valerie differ for season three? Does she perform in everyday life the same way she does for the camera?

We’re all constantly on camera now, whether it’s security cameras or filming ourselves for social media. That was one way of commenting on the ways we all sorta curate our own reality show now. Back when we made the first season, everybody thought reality TV was the end of Hollywood. Writers were so afraid that it was going to destroy scripted entertainment and take away jobs. Little did we know that was just the tip of the iceberg.

Just while this season has been airing, I’ve seen so many headlines about AI creeping into mainstream entertainment. Steven Soderberg said he plans to use a lot of it for his next project, and Val Kilmer’s image is being licensed posthumously for a film.

But in the case of Val Kilmer, his daughter did an interview where she said that before he died, he was very clear about giving his approval for that movie. He had already shot part of it before his illness kept him from finishing it, and it was a story that meant a lot to him. In this specific case she knew what he wanted. And what if he wants to take care of his kids by letting his image be profited on posthumously? That’s gonna have to start being in every actor’s will.

Do you have any particularly strong feelings about working on projects that use AI?

I did a series where we got scanned because there were going to be some stunts that I was thrilled not to do. They could just digitally insert my face over this fantastic stunt person. They also used AI to render my character on a smaller scale so the director could plan out shots in advance. But there was language in our contracts that only allowed it for specific purposes. Sometimes there’s pushback and it makes me nervous that big studios just won’t hire you if they can’t do a full-body scan and own your image.

Nothing in this season felt particularly far-fetched, from the AI-written sitcom to Valerie being fully replaced by an AI version of herself on How’s That?

Why not? There are plenty of popular shows that don’t feel phenomenally well-crafted. You could easily see AI doing a sitcom or a procedural. On Friends, we had 22-episode seasons with 12 or 15 writers in a room. Now most shows are lucky to have eight-episode seasons, and the WGA only requires them to have three writers. The number of writing jobs just keeps getting smaller. If we were going to make a show about AI, then we had to be realistic about how many people are probably going to be replaced.

I love that James Burrows line where he says that AI will never be able to replicate the pain that a real human being can translate into comedy: “It’s the gay guy who, despite all the work he’s done, still hates himself a little. Or the funny woman who’s been invisible for way too long.”

There was another part that got cut, where the gist was how these people use comedy to cope with their pain and have honed that skill over decades. What we hope people take away is that, sure, AI might be here to stay, but at the very least you need human guardrails around it. We can’t trust it too much.

Were there any experiences from other sets that inspired this season of The Comeback?

I was looking for a showrunner on the set of a show I did recently and got pointed towards a tent. I opened the curtain and there was a guy inside who looked completely petrified. I said I was looking for our showrunner and the guy said, “Not here” without making eye contact. I was like, Did someone tell him he’s not allowed to speak to me, or something? Is he doing something he shouldn’t be? I learned that he was an AI technician and that it was common for crew guys to bump into him and knock the laptop out of his hands. When Michael and I were talking about the Evan character, I thought of that guy.

One of my favorite bits in the new season is when Valerie does Hot Ones—

They asked me to do that for real.

Why didn’t you?

It's not possible. I can barely handle pepper. I don’t mind some of the BTS and social stuff because that’s funny. But there were other things I got offered where I just went, “I don’t think I can make that work.”

In the second-to-last episode, there’s a brief moment on the set of How’s That? where Valerie says she once dated a writer and, “Long story short, #MeToo!”

We did a take where she goes on about how a guy leaned in for a goodnight kiss. [Valerie Cherish voice:] “You know how guys put their hand on the back of your neck and yank it down? Well, he would not let me up! I had keys in my hand and jabbed them into his stomach and ran out of that car. I closed the door and my roommate and I just laughed and laughed.” Jane looks horrified and Valerie goes, “Now Jane, what do you want me to do? Curl up in a ball and quit? At some point you have to say it happened and it was horrible, but you have to keep going.” It felt like too much for one episode since it was the same one as the Mark stuff.

We learn that Valerie’s husband, Mark (played by Damian Young), got fired because he was having extramarital affairs with women at his finance firm, and because a temp overheard him telling an inappropriate joke.

We didn’t see what happened to these characters when the #MeToo movement happened in 2017. Many men had to start acting extraordinarily decent to overcompensate for their bad behavior. There was a huge shift in terms of behavior in the workplace, and we wanted to show how that affected them. Although to me, the stretch is that Mark works in finance and I don’t think #MeToo actually hit any of those guys.

We never hear the actual joke that got Mark fired, but was there one written?

Yes, it’s one of the only jokes I’ve ever remembered. Kate Benton told it at the Groundlings in the ’80s. I don’t think it’s right for print, especially Vogue. Originally all Valerie said was, “He told a joke when jokes were illegal, big deal!” We weren’t going to elaborate on the affair stuff but we didn’t think it was fair to leave it so vague. He needed to own up to it, because we wanted to show that men have gone through a shift that can ultimately make them better people and partners.

Was there a world where you and Michael considered a more cynical tone for the finale, where Valerie fully embraces AI?

Never, because Valerie isn’t cynical. We were thinking about how she and the rest of the industry might respond. That’s how we arrived at Valerie having a meeting with the “Big Three” television writers. It felt reasonable that they would tell her, “Listen, you have to say something, because this is an extinction event for us.” Now you see so many actors, athletes, and other public figures investing in them, but how do you know which one is legitimate? I wonder if anyone spoke to Ben Affleck when he started his AI company.

Twenty years into playing this character, what feels different this time compared to in the previous seasons?

The way younger people have embraced the show.

What do you think it is about Valerie that resonates with them?

I don't know, I’ve never asked. Now that would be cringe. Imagine telling me you love The Comeback and I say, “Why thank you, can you explain what it is that you love about it?”

Can you talk me through those final moments in the finale between you and Jane, specifically that line, “I think you have to agree to be humiliated, and I never signed up.” It kinda reframed the entire show for me.

Michael said that line something like once a week, just so we could really lock in that this is how we wanted to end the show. At one point, when Jane says she doesn’t know how Valerie kept going with all the humiliation, Valerie’s response was, “I’m sorry…you felt humiliated for me? Well, I never did!” Michael and I agreed that her tone was too pissy and it made more sense for Valerie to respond like it was a brand-new concept for her. It also felt like a nice full-circle moment with season one, when she says, “I knew people were being mean, but it didn’t serve me.” That’s always been Valerie’s go-to curative: it’s not me, it’s them!

You and Michael have been very insistent that this is it and there’s not going to be a fourth season of The Comeback…

That’s right.

Is there a world where you would edit together all of the existing footage into a version of Jane’s documentary? Or more Mrs. Hatt?

I think only if HBO asked for it, but I don’t think they will. There are so many deleted scenes and unused jokes that it would be great.

How can you be so sure that 10 or 15 years from now, you won’t feel compelled to put on Valerie’s red wig again?

I guess we’ll have to see. But there’s something beautifully full-circle about these three seasons. It feels like a contained trilogy that tells a full story. We started with reality TV when that was the extinction event facing our industry. Now we’re at a whole other extinction event with AI. But the same way reality TV didn’t end up killing scripted TV, we’re saying that hopefully AI won’t be the end of everything.

Is that how you really feel?

I'm hoping whatever comes next, I’ll just roll with the punches and be okay with it. Adapt.

That’s very Valerie Cherish of you.

You’ve just gotta create your own reality sometimes. Make it okay somehow!

This conversation has been edited and condensed.