Ready Yet? Get Set: Behind the Scenes of "All That"

Remember Nickelodeon's most beloved sketch comedy series with the cast and crew that made it all possible.

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You’d be hard-pressed to revisit the kids shows of the 1990s and find one that had more influence than Nickelodeon's All That. A teen sketch comedy show loosely based on Saturday Night Live's format, All That’s accessibility and plain love for hip-hop and R&B made it a show ahead of its time.  

Based on the 1980s Canadian hit You Can’t Do That on Television, All That debuted on April 16, 1994, aired internationally, and became the must-watch entertainment for kids. Created by Brian Robbins and Mike Tollin, the show incorporated a hip-hop aesthetic that reflected the growing popularity of urban culture in the '90s. Musical performances were a major component, with artists like Busta Rhymes, A Tribe Called Quest, Aaliyah, Destiny's Child and TLC giving All That a distinctly monder edge.

"Brian was just coming straight off of directing The Show, a great hip-hop documentary," says All That cast member Kel Mitchell. "He's a big hip-hop lover. He was friends with Russell Simmons around that time, and a lot of elements of The Show were a part of All That. You could see it with the graffiti background, how the stage was a garage, and how the playground had [a hip-hop vibe]."

Aside from Mitchell, the original cast also included Angelique Bates, Lori Beth Denberg, Katrina Johnson, Alisa Reyes, Josh Server and Kenan Thompson. In later seasons, Amanda Bynes and Nick Cannon joined the lineup, developing their eventual headline-grabbing skills as fresh-faced teenagers.

With memorable characters like Pizza Face and Ear Boy, Mavis and Clavis, and Repair Man Man Man Man, All That captured the voice of the younger generation and brought its over-exaggerated thoughts and insecurities into the limelight. A testament to the greatness of All That came years later, during its 10-year anniversary celebration, when 6.2 million viewers gathered around the tube to watch, making it the top cable or broadcast show for viewers in the 2-14 age range.  

In celebration of All That’s 20th anniversary, Complex spoke with the main cast members and a few musical guest acts to discuss working on the once-in-a-lifetime program and kicking it with the likes of Coolio and the Spice Girls backstage.

“So sit your booty on the floor or in a chair, ground or in the air, just don’t go nowhere!” 

THE PLAYERS (in alphabetical order):

Angelique Bates - main cast
Nick Cannon - main cast
Lori Beth Denberg - main cast
Leon Frierson - main cast
Marques Houston, of Immature - musical performer
Gabriel Iglesias - main cast
Katrina Johnson - main cast
Christy Knowings  - main cast
Kel Mitchell - main cast 
Alisa Reyes - main cast
Mark Saul - main cast
Josh Server - main cast
Danny Tamberelli - main cast
Rozonda "Chilli" Thomas, of TLC - musical performer
Kenan Thompson - main cast
Tionne "T-Boz" Watkins, of TLC - musical performer

As told to Elijah Watson (@EliW92), Debbie Encalada (@DebbieOE), and Tara Aquino (@t_akino). Additional reporting by Vincent Angiolillo. 

RELATED: The 20 Best All That Performances 
RELATED: Teenagers With Attitude (and Spandex): Behind the Scenes of the Mighty Morphin Power Rangers 

Ready Yet? Get Set: Behind the Scenes of "All That"

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You’d be hard-pressed to revisit the kids shows of the 1990s and find one that had more influence than Nickelodeon's All That. A teen sketch comedy show loosely based on Saturday Night Live's format, All That’s accessibility and plain love for hip-hop and R&B made it a show ahead of its time.  

Based on the 1980s Canadian hit You Can’t Do That on Television, All That debuted on April 16, 1994, aired internationally, and became the must-watch entertainment for kids. Created by Brian Robbins and Mike Tollin, the show incorporated a hip-hop aesthetic that reflected the growing popularity of urban culture in the '90s. Musical performances were a major component, with artists like Busta Rhymes, A Tribe Called Quest, Aaliyah, Destiny's Child and TLC giving All That a distinctly monder edge.

"Brian was just coming straight off of directing The Show, a great hip-hop documentary," says All That cast member Kel Mitchell. "He's a big hip-hop lover. He was friends with Russell Simmons around that time, and a lot of elements of The Show were a part of All That. You could see it with the graffiti background, how the stage was a garage, and how the playground had [a hip-hop vibe]."

Aside from Mitchell, the original cast also included Angelique Bates, Lori Beth Denberg, Katrina Johnson, Alisa Reyes, Josh Server and Kenan Thompson. In later seasons, Amanda Bynes and Nick Cannon joined the lineup, developing their eventual headline-grabbing skills as fresh-faced teenagers.

With memorable characters like Pizza Face and Ear Boy, Mavis and Clavis, and Repair Man Man Man Man, All That captured the voice of the younger generation and brought its over-exaggerated thoughts and insecurities into the limelight. A testament to the greatness of All That came years later, during its 10-year anniversary celebration, when 6.2 million viewers gathered around the tube to watch, making it the top cable or broadcast show for viewers in the 2-14 age range.  

In celebration of All That’s 20th anniversary, Complex spoke with the main cast members and a few musical guest acts to discuss working on the once-in-a-lifetime program and kicking it with the likes of Coolio and the Spice Girls backstage.

“So sit your booty on the floor or in a chair, ground or in the air, just don’t go nowhere!” 

THE PLAYERS (in alphabetical order):

Angelique Bates - main cast
Nick Cannon - main cast
Lori Beth Denberg - main cast
Leon Frierson - main cast
Marques Houston, of Immature - musical performer
Gabriel Iglesias - main cast
Katrina Johnson - main cast
Christy Knowings  - main cast
Kel Mitchell - main cast 
Alisa Reyes - main cast
Mark Saul - main cast
Josh Server - main cast
Danny Tamberelli - main cast
Rozonda "Chilli" Thomas, of TLC - musical performer
Kenan Thompson - main cast
Tionne "T-Boz" Watkins, of TLC - musical performer

As told to Elijah Watson (@EliW92), Debbie Encalada (@DebbieOE), and Tara Aquino (@t_akino). Additional reporting by Vincent Angiolillo. 

RELATED: The 20 Best All That Performances 
RELATED: Teenagers With Attitude (and Spandex): Behind the Scenes of the Mighty Morphin Power Rangers 

How to Get a Job Making Fun of Your Family and Mike Tyson

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Becoming a part of the cast required as much hard work as showing up and acting in sketches each week. Some cast members had to audition more than a handful of times to land a spot, but they were ready to flaunt their stuff. Just ask Angelique Bates, who dressed in a full Steve Urkel get-up for her spot.

Angelique Bates: My mom had put me in an Ivar Theatre competition, and the creator of Unsolved Mysteries was in the audience and he saw me. Then he went and told his friend about me. That guy ended up being the agent who got me All That.

I was always the goofy kid, so I did character voices, like Steve Urkel, for my audition. My mom went all out and got me the full costume, with the big glasses, the suspenders. A lot of the auditions were improvised, so you had to be quick on your feet. They would throw too many things at us. We had to be funny, we had to try not to laugh. They wanted people who wouldn’t stuck to the script. They were very particular.

Alisa Reyes: My mom was my rock. She helped me pull a bunch of stuff out of thin air. When I got the audition for this nationwide-search the producers were conducting, my mom was like, "Let's do this. Let's think of different people in your family you can make fun of and I give you permission to make fun of me if you have to." And so my mom and I stayed up on a school night and wrote a really cute monologue and stand-up skit, and I got it.



The day of my audition, I was in the middle of midterms for school, so I had been studying the monologue and my stuff for class. So I got there, and once I started in front of the producers Brian Robbins, Dan Schneider, and Mike Tollin, I just went blank. —Kel Mitchell


Kenan and I were the last two that signed on, and I remember when I got that call, I was ecstatic. At the time I was going to the Professional Performing Arts School, so I went to school with Claire Danes, Britney Spears, and Alicia Keys. I went to school with all of these great and amazing people, but this changed my life. Right when I was at the peak of my freshman year in high school, I had to leave and go to Orlando, Fla. but I had no regrets.

Gabriel Iglesias: I was doing stand-up at the time, which got me an audition with Tollin-Robbins. They saw that I did voices and characters in my set. At the time, I was 20. I was already the oldest in the cast.

Christy Knowings: I was just an extra in this Nickelodeon show called And Now This, which introduced me to some All That producers. It was maybe a week later from doing And Now This I was called in for an audition. I did a bunch of characters and the next thing I knew, they're asking, "How would you like to move out to Los Angeles?"

Katrina Johnson: I got a call from my agent and he said, "There’s this new sketch comedy thing coming out and they want fresh faces that can do characters, voices, and dialects." It was right up my alley, and the audition ended up being super fun. I was in was a room full of people who liked to play around, and I remember everybody being shocked that this tiny little person did so many different characters. It ended up being a process of eight different auditions, so it was really exciting every time the phone would ring.

Lori Beth Denberg: There was a competition held by the Drama Teachers Association of Southern California. Different schools all over Southern California would compete and my scene actually won first place. All the scenes that won the different categories they had got to be performed at Paramount, where the All That producers were scouting for kids. It was just called “Untitled Sketch Comedy Show” then. They called us in to audition, and after one call back, I got the job.

Danny Tamberelli: I was on that show Pete and Pete for a little while and then I was on Figure It Out, and Kevin Kopelow, who was an executive producer, asked me if I liked sketch comedy. I said of course. I’d known Kenan, Kel, Josh, and Alisa through doing all these events together, like “Nick Takes Over Your School,” so it was pretty easy to get thrown in there. I was still the new kid so I got picked on a little bit, but in the nicest way. Nothing more than getting mocked when during read-throughs.

Leon Frierson: I remember impersonating Mike Tyson with the high-pitched voice and the biting of the ear. Dan Schneider was laughing like crazy, but I had the best connection with Brian Robbins during the audition process. I remember him pumping me up like, “We want you, you have something special. Make sure you keep coming with it and keep your morale levels up because you have a really good shot at this.” It was pretty special beating out so many people, especially becoming the youngest cast member at the time. I think I was 10 years old.

Nick Cannon: I actually didn’t audition for All That. Two years before I was even on the show, I was the audience warm up and writer for the show. I was a comic doing stand-up in Los Angeles when I was around 16 years old. Someone from the show saw me doing stand-up and they asked to manage me. They'd send me to tapings of All That and have me perform a couple jokes. So I was entertaining the audience while the cast was in the back changing.

Instead of trying to be on the show, I would write material for everybody. I would get with Kenan and Danny Tamberelli and Josh Server and come up with stuff. Then I became a staff writer on Kenan and Kel and Cousin Skeeter. Kenan kind of opened that door for me.

When I was finally asked to be on the show, I already had a record deal and a television deal with Will Smith’s company, so I was a little reluctant. But then I ended up doing All That because they were my family. If you noticed, in my first season of the show, my credit said "featuring" because I was already signed with Will Smith and I couldn’t officially say that I was a cast member.



I didn't really audition. I had a meeting with the producers in their office and kicked my feet up on their desk and was like, 'What can I do for you guys?' —Kenan Thompson


Josh Server: I auditioned for All That by putting myself on tape first. At the time, I was living Chicago. Myself and Kel [Mitchell] were the two people that were selected from that group.

For my audition, I based the whole thing around my eighth grade math class. I had this teacher who had a deep New York voice. I'd play her and then I would call on a kid, then I'd do an impression of him. I essentially wrote a sketch and acted out all of the parts.

Kel Mitchell: The day of my audition, I was in the middle of midterms for school, so I had been studying the monologue and my stuff for class. So I got there, and once I started in front of the producers Brian Robbins, Dan Schneider, and Mike Tollin, I just went blank. They were like, "Oh, you just wanna go outside real quick, run through it, and come back in?" So I'm walking out and I knock over these power cords to some electronics in the room, and I played it off real funny. They started cracking up.

When I got back in, I started doing impressions of my family. Two weeks went by, I heard nothing. Then I remember the phone rang and my mom just started screaming, "We're going to Hollywood!"

Mark Saul: For my audition, I did a boy version of “Ask Ashley.” I didn’t hear from them from another year, but then I came back and was given another chance. I did this thing when I was in elementary where I would impersonate animals. My friends thought it was funny, so I worked that into the audition. They ended up incorporating that into the Stuart character I played.

Kenan Thompson: I was introduced to the producers by a director and friend of mine that did D2: The Mighty Ducks. I didn't really audition. I had a meeting with the producers in their office and kicked my feet up on their desk and was like, "What can I do for you guys?" [Laughs.] But I guess they were impressed because they hired me.

Pioneering a Television Revolution During Puberty

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Imagine having to carry a never-before-seen kids sketch comedy series, while dealing with the inherent emo-ness of puberty. Daunting, right? The original seven cast members had to do that, on top of making new friends with complete strangers, and trying to finish high school.

Denberg: The morning I was supposed to fly out to Orlando to do the pilot, the Northridge earthquake hit, and I lived in Northridge. Luckily, no one I knew got hurt. But the city shut down, so I really thought I lost my shot. I ended up taking a red-eye flight to Orlando. Once I got there, I headed straight to the studio after being up all night and feeling so shaken. Then we just jumped right into the read through. [Laughs.]

On set, I was the oldest by a few years. Kenan and Kel were like 14 when I was 18. Sometimes we were bickering brothers and sisters. We were kids so we weren’t standing around going, “Well, I very much appreciate your work.” When people would forget lines, the other kids would be like, “Would you just get it?! Come on!” We all grew up together.

Server: I was crazy teenager running around and I remember I had a couple of really good run-ins with the producers. I remember Brian Robbins and I had a big brotherly moment. I don't remember what was said or what I did specifically but I know I was being a little brat and needed a stern talking to. [Laughs.]



In the beginning, the show really didn’t have an identity. We didn’t know what we were doing. —Katrina Johnson


Reyes: I remember going into the trailer and meeting everybody, like Kenan, Kel, Katrina, Lori Beth. I thought it was awesome because none of us look like each other. We were like a total melting pot of diversity.

Mitchell: The relationship between all of us was like summer camp. We'd get clique-y sometimes. There were times when we would get into arguments, but nothing too crazy. But I enjoyed the job of it. Think about it: Universal Studios in Florida was our backyard. In between scenes, we would jump lines and ride rides.

Johnson: In the beginning, the show didn’t have an identity. We didn’t know what we were doing. The later cast members at least had an idea of what was going on. But the first cast—there was no kids sketch comedy. And I was 10, so I know I wasn’t allowed to watch SNL on too late. There was In Living Color and I would always sneak and try to record it and try to watch it. So we were pioneers for our generation.

As far as tension, I don’t think there was any in the original cast, unless there was a real sexy performer that maybe one cast member wanted to date, but another cast member actually went on a date with that person. And that may have happened twice. [Laughs.]

Bates: If there was tension, it was probably because we had been up all night. [Laughs.] We were doing takes over and over again, 'til late. As far as with each other, some of us were definitely that annoying little sister. I had my moments. We were just kids so we had times where we got on the other person’s nerves, but it was never hate. The next day it would be good.

Thompson: We were all very excited to be working on a TV show, and Nickelodeon was our playground back then. Kel and I were like brothers at the time. We were all very close, hung out a lot, and spent a lot of time together.

What's Beef?

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Unlike the show’s original cast, later casts clashed as new members joined. While some new cast members were welcomed with open arms, others, well, not so much.

Bates: Anybody who had to replace any of the originals was under pressure to be as funny or funnier. I didn’t realize how tough our fans were. I ended up finding out when Amanda Bynes came in and replaced me. I started noticing how much the fans liked me then when I learned that the that fans were giving Amanda a hard time.

I reached out to some of my fans saying, "It is what it is. At least give her a chance." People were often trying to play the race card, too, because I was the black girl who seemingly got replaced by the white girl.

Iglesias: I was really nervous, and you don’t want to mess it up when you see a good opportunity. I might’ve suggested some things here and there to the writers, but on shows like that, you’re seen as a kid and expected to go with the flow.

Some of the cast was cool, some not so cool. Some were fun, some were just pains in the butt. Nick Cannon was super cool. Danny Tamberelli was super cool. Josh Server was super cool. It really was strange being pulled aside by Amanda Bynes and told, “You don’t know how to be funny.” That was hysterical. I was, “Okay, I won’t be talking to you anymore.”

I’m not trying to throw Amanda completely under the bus. To her credit, she worked very hard on the show. Her parents were very involved with her career. She didn’t have enough time to be a regular kid. She was a perfectionist and any suggestions she would make, everybody listened.



Anybody who had to replace any of the originals was under pressure to be as funny or funnier. —Angelique Bates


Johnson: I thought Amanda Bynes was really annoying. She was to me what I was to everybody else: the baby, kind of wild and running around. When she came along, I could kind of see firsthand how everyone must’ve looked at me. [Laughs.]

Mitchell: Amanda's comedic timing was just great. She wasn't scared to be physical at such a young age. I remember her dad came up to me and was like, "Hey, Amanda likes your comedy. Could you give her a couple of pointers?" I would tell her crazy stuff to do and she would rock it.

Denberg: When Amanda first came on the show, I loved her and we got along really well. I tried to help her along a little bit. Her first week, she forgot a line when we were in front of the live audience and she got really upset. I reassured her that it was totally fine and I made some joke like, “Josh forgets his lines all the time!” Her parents really appreciated that too. She’s the person that I had the best rapport with. 

Frierson: I think the original cast members felt some type of way when we came in on the third and fourth season. They anticipated being backdoored and they felt like there was no loyalty. They would talk about Florida and how it used to be. But we were like, “Bro, we are in Hollywood now.”

I would never downplay the rest of the cast; they paved the way. I have all the love and respect for Lori Beth now, but back then she was a kid hater, like the fun police.

Certain people wanted that special treatment and it tainted what it could've been. Kenan and Kel ended up leaving halfway through season six and things kind of went downhill. One complaint sparks another complaint, like, “Oh, he wants this? I want something, too.”

There were definitely people who weren't trying to work as hard anymore. It was hard work, though, having to get dressed. You would have some elaborate costumes and face makeup and fake titties. I remember Kenan and Josh didn’t want to do that shit anymore. I could respect that as they got a lot more grown. However, certain people like Kel and Nick Cannon would be hungry like, "I don’t care what I have to do!” I just felt like that broke up the show a little bit.

Knowings: Kenan, Kel, Lori Beth, and all the producers and writers made me feel really welcome. Danny Tamberelli, who I became good friends with because we were both from New York, had been on Nickelodeon already, so it helped me when we came on together. I was coming in with someone who everyone already knew.

Tamberelli: Despite being on a kids show, I don’t think we were pressured to be good kids. We all recognized our role. When I first got there, producers tried to give me a talk about how to act and my responsibility as a public figure. They wanted me to take a four-to-eight hour class on how to greet people. That’s the only time I was ever not feeling it. Basically, don’t be super stupid about stuff. This was also before people had camera phones, so they weren’t really speaking about much beyond not getting arrested. Plus, being a teenager with a decent fake ID didn’t get me in everywhere.

Saul: I looked up to everyone on that show because they were all significantly older than me, besides Leon and Amanda. I took to Danny because he’s a musical guy and he taught me how to play the guitar. Everyone gave me advice because they had been there for so long and wanted to see me have a good time.

I remember after I did Stuart for the first time, and the audience liked it, Josh took me aside and asked, “Do you like doing this character? Because you’re going to be doing it a lot.”

It was fun hanging out with Leon and Amanda because, since we were out of school, we had to create our own little playground. The show had dressing rooms that were turned into classrooms, so we spent a lot of time together. Honestly, I couldn’t see myself competing with anyone because I just always felt fortunate to be on the show.

Cannon: Everyone was super cool because we were young. It was like school. We couldn’t wait for tape day on Friday because that was when the musical acts would come and we'd get to see whoever we had a crush on at the time, whether it was Destiny’s Child or someone else. We were trying to holler at TLC. [Laughs.]

To me, Kenan was my big brother and I was just happy to be out of the hood. There was never no beef compared to my reality or where I was living at home.

I remember the older guys and I were always trying to toughen Leon up, though. We would go shoot hoops or go out play fighting in the area. He was always this little man with this little voice, so we were trying to make sure he was with some real dudes because obviously this Hollywood game can swallow you up. We would make sure to do this big brother stuff with him.

And the Writers Said, "Let There Be 'Good Burger'"

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The cast members churned out endless amounts of original material during auditions, some of which made it into the show. Despite being young, they were often treated as equals and invited to contribute ideas for characters and sketches.

Server: During the first couple of seasons, the producers and directors helped us write and create the characters a lot more. I kind of came up with what I thought Detective Dan should be like and then producers helped me tweak it, so it was a really great collaboration. But as time went on it got more organic.

The Ear Boy character will live with me for the rest of my life, it doesn't matter where I go or what I do. When I win my Oscar, God willing, they're going to show a clip of Ear Boy.

Mitchell: The writers were awesome; they allowed us to be creative and encouraged improv and ad-libbing. When Ed from "Good Burger" was created, it was for a sketch Josh did called, "Dream Remote." In it, Josh could fast forward through time and stuff like that. So he had a pizza arrive very quickly and I came to the door and delivered it with that dude-type voice. The audience went crazy and so the writers were like, "OK, we've got to do something with that voice." So they wrote "Good Burger."

Reyes: In the beginning, the show favored the boys a little more. But once they saw that the girls had confidence and could set their tone and their mark, they allowed us to have more roles. There were times where we would have creative meetings where producers would ask us, "Hey, do you have any ideas?" or "We have an idea for a character but how would you make it work?"

When my character Kiki came about, I was like, "Well I see her talking fast and energetic," and we figured out that Mary Ann from Gilligan's Island was going to be what I was go ing for.

Actually, when I did the Kiki the Island Girl skit, I had to kiss Josh. That was my first kiss on camera. It was awkward. He was stubby and had this pirate makeup on, and I was like, "This is not how I envisioned my first kiss on camera." He was an okay kisser. [Laughs.]

Knowings: The characters were all written by the writers of the show, but in terms of the voices and how they were embodied, that was up to us. All those kinds of characters were developed on my own, like Brenda Stone. They didn’t know I was gonna use a voice like that. They just gave me the script and I went with it. I didn’t mean for it to come out like Fran Drescher, it just kind of did.

Johnson: For my Lemonade Scammer skit, I brought that up to the writers. I had a lemonade stand when I was a kid. I was a scandalous little slave driver and I employed all the neighborhood kids. [Laughs.] I used to do martial arts so I took my martial arts map and I used it as a stand. I remember one day I got in trouble because the neighborhood kid's mom called my mom to report that I was sheisty and that I kept all the dollars and only gave them pennies.

But my favorite one to do was the Ross Perot sketch, because when I was all dressed up and made up like an old man I would go mess with the crews of other shows. I would run around on set and hide in places and attack people. Freak ‘em out because this tiny old man was popping out of some weird place.

Denberg: "Vital Information" was one of the original ideas for the show that the writers had and I really homed in on it. I just liked it. My friends see all these Vital Information memes and send them to me. It’s cool that someone took the time to make that, and out of love, too. It’s not like an unflattering photo of a starlet that’s being made fun of. It’s out of appreciation for the show and what that segment meant to people growing up.

Tamberelli: I did not want to fill in for "Vital Information." Lori Beth did it so well and everyone liked her and I was just sort of yelling like Chris Farley. I would also just say the lines that were really stupid but give the camera a look that was like, “Really, you want me to say this right now?” I’ve seen on Twitter that there’s pro-Danny Tamberelli Vital Information as well as “Lori Beth did it way better!”

But the last season of the show, Mark Saul and I were writing partners and we got writing credits on the show.



I did not want to fill in for 'Vital Information.' Lori Beth did it so well and everyone liked her and I was just sort of yelling like Chris Farley. —Danny Tamberelli


Saul: Danny and I wrote a sketch called “Animal Wranglers,” where we played two animal hunter guys who come into a classroom and teach kids, but we end up injuring ourselves and the kids. That started with Danny and I talking about funny ideas after rehearsals. After we spent a night writing the script, we gave it to one of the writers and they invited us into the writers' room to work on it with them. My biggest regret is that I had to leave early from that meeting because I had an English test.

Frierson: Leroy fit my personality at the time. I remember the first episode I did with him, I beat up the tooth fairy, and that stemmed from the writers saying, “Let this kid be his self, and just be an asshole, a little gangbanger wannabe.” I loved rap and I grew up loving Too $hort and Bébé's Kids. That is how I saw myself as a kid and so those types of characters came natural.

Cannon: Kenan and I was ratchet before ratchet was even existing, like that word wasn’t even out yet. Kenan is from Atlanta and I'm from the West Coast, so we would put all of the stereotypical hood stuff for "The Inconvenience Store" skit. I was a teenager at the time, coming from my neighborhood like, “I’d do anything to get up out of here. Give me a dress I’ll put it on! I ain’t scared. Is there a check that comes with it? Let’s go!”

Bates: Randy and Mandy were definitely made for Kenan and me. Everyone always asks about the shower and the tub. A lot of that was a mix of powdered chocolate and water. When you started mixing it, the odor was so strong. It would be so hard for us to get it off of our skin. I think that the week we did the shower scene, Immature was performing. I had the biggest crush on Romeo, and I was trying to introduce myself like, "Oh, hey. I’m Angelique. Don’t mind the chocolate smell." [Laughs.]

Thompson: All of my sketches on All That, like "Randy and Mandy" and "Mavis and Clavis," were good practice especially, for what I do now, but it was tough. I remember Ms. Piddlin had this little smoke necklace that I would have to wear that would always make me choke and cough in the middle of the takes. It just taught us how to deal with different things, like having the patience to put on a wig and prosthetics.

Vital Information About "Vital Information"

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Fans of the show have favorite sketches and characters, whether it’s Kel Mitchell’s Repair Man man man man or Katrina Johnson’s Ross Perot parody. Cast members and a few musical guests have their favorites, too.

Marques Houston: I loved Amanda’s "Ask Ashley" and when Kenan would do his Pierre Escargot. And of course, the "Good Burger" characters with Kel. I was actually in the movie Good Burger, but that whole skit with Kenan and Kel was really funny.

Knowings: I definitely have my favorites for people. How I loved Kel's Coach Kreeton. [Laughs.] I loved Miss Piddlin and Principal William Baines Pimpell for Kenan. For Josh, I loved Detective Dan. Even for Danny, I loved his Fat Cop. For Lori Beth, I always loved her Miss Fingerly.

Denberg: I thought Superdude was always really funny, especially when the rest of the cast would jump in and play supervillains. It’s been really cool seeing Kenan on SNL. Whenever I watch it, and his credits come up, I clap. It really highlights how great he is.

But my most beloved cast member was the big ear of corn. It was built for one gag, but I pushed the writers to use it. That’s how it became a character on the show. Everyone knew that I loved it, so we did a sketch where the big ear of corn and I had a big fight. We weren’t talking to each other, and then Amanda came in like, “You guys are really good friends! Look at all the stuff you did together!”

Chilli: Everything Lori Beth did was hilarious. Sometimes I was like, “Is she a grown woman?” Like it was weird how the hair and makeup and all that kind of stuff changed her, but she was really funny to me.

Reyes: I loved Lori Beth in "Vital Information." I loved annoying the shit out of her during the skit. I really think that she was really annoyed with me. I was like, "I love you, I love you, you know you love me," and she was just like, "Oh my God, shut up." [Laughs.]

Server: Lori Beth always killed "Vital Information." People don't understand how hard that was to make that funny week in and week out, and she always crushed it. And Amanda doing "Ask Ashley" was always funny. For Kenan, I loved Principal Pimpell.

Tamberelli: Anytime Kenan did Superdude was pretty awesome. Or Randy. I was happy that we got Fat Cop and Randy together in a skit once. We just destroyed the set. Stuff that wasn’t breakaway we were breaking. There was chocolate everyone. We were slipping and falling. Just breaking shit.

T-Boz: Kenan and Kel were so funny! To this day, if they're in a movie or anything, I will watch it because of All That. I made my daughter watch Good Burger. All the old stuff that I used to like, she watches it, too.

Frierson: When Kenan and Nick Cannon played those ghetto girls with the long nails and the weaves [for "The Inconvenience Store" sketch], that shit was the best. That is how you know they had some type of input because you can’t just spring that up on somebody. They had these characters in their heads and they were just bouncing off of each other.

Mitchell: I liked Kenan's Superdude. I liked Lori Beth's "Vital Information." She was just a genius with that. Amanda's "Ask Ashley" was very funny as well. And Josh's Detective Dan was pretty funny. He'd do some crazy stuff in there.

Saul: I genuinely loved Coach Kreeton, especially the stuff he would improvise. There was something about how Kel did it that I could imagine everyone thinking it’s hilarious, not just the kids it was intended for.

Thompson: Kel had so many: Repair Man, the Good Burger guy, Clavis—a whole arsenal of different characters that were pretty great. As far as Josh goes, we'd always give him crap about Ear Boy. And then Lori Beth with Loud Librarian, Amanda with "Ask Ashley." Those were good times.

That Time Danny Tamberelli Stared at Britney Spears' Ass

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Everyone who was anyone in the '90s performed on the show, ranging from pop royalty like Britney Spears and NSYNC to hip-hop and R&B powerhouses like Missy Elliott and Usher. And what do you get when you mix musical superstars with crazed teenagers? Shenanigans.

Bates: It was my 13th birthday and the producers were like, "Here’s a piece of paper. Make a list of the things that you want." I had 100 items, one of which was Denzel Washington, which they actually wrote into the Christmas episode. But anyway, I wrote in Da Brat and she ended up performing on the show on my actual birthday. Da Brat was why I started rapping. She used to groom my demos and be like, "You gotta go to Sweden, that’s really where they love you." I remember I was like, "I wanna go to Sweden when I get older!" [Laughs.]

Iglesias:I remember talking to Justin Timberlake back when he had blonde curly hair and he wasn’t really the front man of NSYNC yet. He had a cold and we were just talking about being sick and how it sucks that they still make you work. It was really cool in hindsight.

Knowings: One of the nicest boy bands was 98 Degrees. And the Spice Girls were really cool! I liked it when they came and did a sketch with us.

Server: It was a little surreal to do a Spice Boys sketch when the Spice Girls were there.

Johnson: Usher came for one of his first performances. He had little chubby cheeks and was there with his mom. He was like a baby when he was on the show. I felt like I grew up with him because I was a baby too, and now, ta-da! Not a baby. [Laughs.] Every time I run into him, he’s still just a sweetheart.

Mitchell: Usher came on when he was doing his first single, which was dope. He came out and slid on the banister that was a couple of feet up, and then landed on the stage with a fan and some Timberlands. I was like, "Yo this dude is going to be a huge entertainer," and he was.

And I remember Erykah Badu went off on the kids one time because they were being a little rambunctious in the audience. She reprimanded the kids and gave them some knowledge and wisdom.

Reyes: When I met Erykah Badu I was like, "Mom, I want to drink tea and have incense in my house all of the time," because she performed with a cup of tea and holding an incense stick.

Denberg: It was always cool to have Coolio come in. Not to make any assumptions about Coolio’s lifestyle but we’re at Nickelodeon Studios in Florida and everything’s like green slime and orange splotches and kids. And then, like, Coolio. And his entourage. 

Tamberelli: I got busted staring at Britney Spears’ ass when we all ran out on stage after her performance. She bent down to take a bow and I blatantly stared at her ass. They made the whole cast film that segment again. The director came up to me afterward and was like, “You know we’re doing that again because you starred at Britney Spears’ ass right?” She didn’t notice.

Chilli: All That was one of the first times I had ever seen Aaliyah perform in person and we were big fans of hers. She wasn’t an artist that did a whole bunch of dancing. She had a vibe that was so cool and laid back and it was just about her and I really liked that.

Frierson: I remember Boyz II Men being real cool. I don’t know why they decided to do this but they had the Jordan 12’s on with the All That pajamas and I was like, “Nah man I don’t know about that one."

Cannon: With Destiny’s Child, I remember we had tutoring at the same time when they were on the show. We all had a little room that we had to do our homework in together.

Saul: One time Outkast was on and they did "Rosa Parks." They finished the song and we came out like, “Thanks for watching the show!” And then they replayed the track and the Outkast just started doing the song again for no reason with all of us on stage, so we got to be there doing the song with them.

Houston: My favorite performance with IMx one of the last ones we did, when we performed the Good Burger song. The vibe was off the charts. It was crazy because kids really loved the show. Kids were always super energetic, whether it was the crowd or the cast. Everybody, from the heads of the show to all the way down to the catering, was just so cool. There were no attitudes.

Serious Head Injuries, Epic Jam Sessions, and More of the Cast's Most Unforgettable Moments

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During the show’s 10-year run, there was a parade of celebrities and great musicians, making for some crazy memories—just like the time Christy Knowings got to perform a skit with Kobe Bryant. Other moments weren’t so starry, like the time Leon Frierson peed his pants mid-rehearsal, ran to the bathroom, and came back to continue the show. As they say, the show must go on.

Iglesias: This one time, the producers had me dress up as a cheerleader with a wig on. I had long bangs that blocked my view, so I ran straight into a beam at the end of the show. I knocked myself unconscious in front of all the kids and the musical guest. Next thing I know, there’s a firefighter standing over me asking how many fingers he’s holding up.

Word got around Hollywood that an entertainer named Iglesias was suffering a head injury and was at the hospital. News vans started showing up because they thought it was either Julio or Enrique that got hurt. And they come to find out it’s this funky cheerleader that’s coming out with an ice pack and a bunch of Nickelodeon stickers on him.

Knowings: Kobe Bryant’s appearance on "What-everrrrr!" was a huge thing because it was Kobe Bryant! It was a massive honor because it was him. There’s a part where Jessica faints and I kind of felt that. 

Johnson: I had this ongoing prank on our producer Dan Schneider. Everyone used to go to Hooters in Orlando. That was the spot. So I would leave all these love notes on Hooters memorabilia for him everywhere. It would be like underwear, a signed calendar, a lip print on a napkin, and stuff like that. One day, at the end of the season, I followed it up with a paternity suit, like fake papers. [Laughs.]

Reyes: I remember once the show got successful, producers started having us sign autographs for every single audience member. Once the show was done, they would bring us out and set us at a table with photocopies of our cast photos. But it was amazing. It humbled us. And then to see the crowd get bigger and bigger we were like, "Oh my God. This show is a big success."

Denberg: The most memorable moments to me were the ones that were the hardest. [Laughs.] We were doing a "Good Burger" sketch and I was playing Connie Muldoon. The sketch was in two parts. There was all this crazy stuff that happened and then at the end, Ed flew away. So we did most of the sketch, and then we stopped, and they had to put Kel into this harness to make him fly. That took awhile and what had happened in the sketch was—this was all on purpose—somebody had ketchup and mustard and sprayed it all over me. That was the gag.

Then I had to stand there and wait while they put Kel in the harness, which took awhile. I remember somebody from the crew being like, “It’ll be soon! Don’t worry!” That’s not the kind of sentence you say when you have a normal job.

Tamberelli: When Wyclef Jean came on the show, he had a full band, and Kel insisted that he rap with him afterward and I insisted that I play bass. So we did the musical performance once, and we got in the bag, and the after we had a little jam session.

Chilli: My most memorable moment would have to be meeting Kenan and Kel. The other kids were amazing, but those two were just my favorite and I was just really happy that we could be in one of the skits with them.

Frierson: It was my first few weeks into the show, and in the middle of one of our rehearsals, I had to take a piss. I was going on with my scene and my legs were shaking. I had on some Tommy Hilfiger overalls and I must have pissed those things so bad. I ran out mid-scene and came back and everyone was confused. But it was just an ode to how young I was on the show and how it made me grow up and become professional.

Cannon: I remember the 100th episode we did live. Me and Kenan had to do the Latonya skit and the whole thing was live and we were like, “Yo, we're going to try and make Kel laugh.” We wanted him to break up on live national television to where he couldn't do his lines anymore. We did it, he broke out like two or three times, and we kept going.



The fact that I got to be on All That was memorable in and of itself. You don’t realize how many other people really wanted to be on the show, so I feel really fortunate. —Mark Saul


Mitchell: Those magical moments in the sketches were a lot of fun. I remember there was a sketch Kenan and I had where I made him a burger that I put in a shake, and it was the first time we both cracked on camera. That was one of the funniest moments because we broke the fourth wall and everybody got to enjoy it. The producers kept it in.

Thompson: Honestly, I remember the pilot very clearly. I remember going to Orlando and, during the first morning, getting into the van with all these kids, all these strangers. We went to school first so I really didn't speak to anybody for the first few hours until we started rehearsing. I was very shy, so I didn't really meet anybody until rehearsal started three hours after being with each other all morning. But then we instantly clicked once we started. I'll never forget that.

Server: When the pilot first aired and I was back home in Chicago and people actually went and saw it on TV, that was huge.

Saul: The fact that I got to be on All That was memorable in and of itself. You don’t realize how many other people really wanted to be on the show, so I feel really fortunate.

TLC and the Show's Musical Legacy

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Nostalgia for the 1990s

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All That’s legend is alive and well as the show continues to be a presence in pop culture. In 2012, the cast reconnected live on stage at Los Angeles’ Comikaze, which Katrina Johnson described as a “high school reunion.” The show’s resurgence through TeenNick's "The '90s Are All That" programming block, launched in July 2011 and still going strong, has also played a major role.

How does the cast feel about being part of such a cornerstone in pop culture history?

Bates: When The N brought us back on television, it became super real. I will never forget that night when the first episode re-aired. I think all of us used to have our Twitter and our Facebook accounts hooked up to our phones so we could get alerts. My phone almost crashed that night. That’s when a lot of us finally got it, like, "Man, we are history." Even though we may not feel like it, because we don’t get residuals. The fact that our fans support us like that, I really appreciate it.

Reyes: I feel like it's my legacy and it was a part of my purpose here on Earth. I know thousands of kids auditioned for this and I am so blessed to have been chosen. I have a "vision board" in my house where it has all of my dreams that I want. Some things I have gotten while there are other things I still want to get, but at the end of the day, you have to aspire to have dreams and passions.

Iglesias: I only spent a year on the show, but to be part of something like that was pretty cool.

Knowings: To create this legacy that people are still really emotionally attached to makes me feel so grateful. I have fans that are just becoming teenagers now and they watch the show and they love it. To be able to have that kind of impact on other generations beyond the generation that was my initial target group is really incredible.

Houston: God has blessed me so much to be part of these historical events like Sister, Sister, which also celebrated its 20-year anniversary recently, and All That. All these moments are starting to hit. I thank God to be part of that history and the fact that I can show my kids one day, “Look what daddy did!”



When I created Wild 'N Out, I was like, 'It has to have a certain vibe.' All That was my blueprint. —Nick Cannon

Johnson: I remember sitting at the Spaghetti Factory with my parents and all of a sudden I’m getting mauled by a Girl Scout troop because I played a girl scout called "Little Pansy." It was so cool. It’s crazy that other people want to share in our lunacy. That fact that being completely weird and free is something other people could relate to is surprising, but amazing.

Chilli: I wish that show was still on today. You cannot dis a show like that. All That is legendary because of the writing and all of those kids and how amazingly talented they all were. 

Frierson: If I don’t do anything for the rest of my life, I could say I was on All That. I am just eternally grateful for the show's vision to expose the world to children’s comedy and hip-hop culture and also African American comedians.

Cannon: When I created Wild 'N Out, I was like, “It has to have a certain vibe.” And All That was my blueprint. With all my future projects as a producer and a creator, I want to make sure what I create comes off like All That and that it can resonate for years and be iconic in the same way.

Server: I've gotten messages from strangers that they're showing All That to their kids now. All of this nostalgia for '90s stuff has given the show a new life and heartbeat again. When you're a kid, you're just on some silly TV show, but now it really does seem like it made a lot of people's lives happy. As an entertainer, that's really all you want to do. It's so surreal that people are still talking about this 20 years later. And a bit scary. [Laughs.]

Mitchell: It's humbling when fans say, "Hey, you were an important part of my childhood." Even today people will come up and go, "Welcome to Good Burger." I could be in a five-star restaurant, I'll order some water and the waiter will say, "You didn't want any orange soda?" [Laughs.] I'm not one of those child stars who doesn't want to embrace it.

Saul: It’s really cool to see the show carry on. I’m so happy I can say that I was on the same show with Kenan Thompson, Amanda Bynes and Nick Cannon.

Thompson: I don't think any of us expected it to be a thing that has become so big. It's crazy. I'm glad people enjoyed the work we put in because we all put in a lot of hours and a lot of hard work. We wanted to do something that people enjoyed because we were pretty much entertaining each other. And I think it's cool that Josh [Server] is one of my oldest friends still, to this day. I've known the guy for 20 years and we watched this happen.

At the same time the show ran, Alex Mack and Melissa Joan Hart had their shows—it was a perfect time for the network. I was just glad to be a part of it. It was a magical time to be at Nickelodeon.

Where Are They Now?

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You've seen Kenan Thompson on Saturday Night Live. You've seen those weird death hoaxes about Kel Mitchell. (He's alive and well, by the way!) And you've seen Nick Cannon, well, everywhere. As for the rest of the cast...

Gabriel Iglesias
Gabriel Iglesias travels the country as a successful stand-up comedian who's known for poking fun at his own weight and wearing his trademark Hawaiian shirts while performing on stage. In 2012, he brought some comic relief to Stephen Soderbergh's dude-fest Magic Mike. Next up: Iglesias co-stars in Marlon Wayans' found-footage horror spoof A Haunted House 2.

Lori Beth Denberg
You may remember Lori Beth from her cameo in the 2004 comedy Dodgeball: A True Underdog Story; more recently, she made a brief appearance on Comedy Central’s hit show Workaholics, playing a celebrity client to a pot dealer. Which, well, didn't exactly gibe with her off-screen life—when Denberg isn't acting, she's officiating weddings as an ordained minister.

Katrina Johnson
Katrina Johnson hosts Uncensored Radio's Guilty Pleasures show, with Karan Ashley (a.k.a. the Yellow Ranger on Mighty Morphin' Power Rangers). She describes the program as “a little younger Howard Stern type pop culture mix-up.” Johnson has also linked up with former All That cast member Alisa Reyes to work on a television pilot, which is being shopped around at the present time.

Danny Tamberelli
When he isn’t playing bass guitar in his rock band, Jounce (seen above), Tamberelli stays connected to his fellow All That cast members, including tutoring Kenan Thompson on how to play the guitar. Tamberelli is also involved in a sketch comedy group called ManBoobs, which employs both live sketches along with videos they've created. 

Leon Frierson
Leon Frierson currently resides in Ontario, Canada, and is following his passion for music. Frierson would love to get back into writing some day; however, he has moved most of that focus to a production company that he has started with his cousin.

Josh Server
Josh Server just finished shooting a film, World Peace, that should hit the film festival circuit later this year. He's also made his return back to Nickelodeon to guest-star in an forthcoming episode of Sam and Cat.

Kel Mitchell
Kel Mitchell, alongside skateboard personality Rob Dyrdekm is gearing up for the second season of the animated Nicktoons series Wild Grinders. For those who miss seeing Kel at Nickelodeon's forefront, he'll soon make an appearance on The Thundermans. As for his love of orange soda, we'd like to think that Kel and that soft drink are still fond of one another.

Mark Saul
After All That, Mark Saul went back to high school and later graduated from California State University, Northridge, with a bachelor’s degree in screenwriting. He's continued to act, too, appearing on shows like Grey's Anatomy and Parks and Recreation. More notable TV/Film credits include appearances in The Social Network, Bones, and Desperate Housewives. These days, Saul creates art for his Etsy shop and performs with the sketch comedy group Rat Pageant.

Alisa Reyes
Reyes went from Nickelodeon to working for Playboy, interviewing celebrities on Playboy TV and Playboy Radio. Reyes also spent four years providing the voice for LaCienega on the Disney animated series The Proud Family

Angelique Bates
Not much has come from Angelique since leaving the cast of All That. She appeared on episodes of Boston Public and Strong Medicine and then began recording songs under the name Alize Bates. Her song "Can’t Fade Me Now" was released in July 2011, along with the comedy album Acting Out.

Christy Knowings
In 2011, Knowings showed up in two Sesame Street episodes, alongside her twin brother, Chris. Otherwise, though, things have been quiet for her.

Nick Cannon
Nick Cannon, of course, currently has his handprints all over the entertainment industry. Nick’s resume includes everything from hosting the NBC series America’s Got Talent to managing his own record label, N’Credible Entertainment, through which he recently released a new album, White People Party Music. In April 2008 Cannon tied the knot with Mariah Carey, leading to births of their children, Monroe and Morrocan.

Kenan Thompson
In 2003, Kenan returned to sketch comedy by joining the cast of Saturday Night Live. Entering his eleventh season, Thompson now holds the record for the show's longest tenured African American cast member, a distinction previously held by Tim Meadows. Thompson married model Christina Evangeline in November 2011; in February, it was announced that she's pregnant with their first kid.

Amanda Bynes
Unfortunately, catching Amanda Bynes in the news in 2014 typically has little to do with what she's good at: making people laugh. Bynes has endured a long stream of legal woes in the last few years. After taking some time to recuperate, Bynes is, reportedly, looking to work in the world of fashion.

TLC
Last 2013, TLC was featured on “Crooked Smile,” the second single off of J. Cole’s album Born Sinner. With that song's momentum, TLC kicked off their world tour which included a stop at Drake’s OVO Fest in Toronto. T-Box and Chilli's biggest move, though, in the wake of Left Eye's 2002 passing, was the made-for-VH1 biopic CrazySexyCool: The TLC Story, a ratings and social media juggernaut when it premiered last October.

Marques Houston
In addition to releasing a new album, Famous, last year, Houston has stayed busy behind the scenes producing for television and film. He hopes to one day produce a big film like Transformers

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