In the summer of 1983, members of Seattle's three seminal improvisational theatre companies, None of the Above, Off the Wall Players, and Play it Where it Lays, began working with a new improvisational format known as TheatreSports^TM. Improvisational theatre with a competitive edge, TheatreSports^TM pits two teams of improvisors against each other in scenes based on audience suggestions and scored by a panel of judges. TheatreSports^TM was developed years earlier by Keith Johnstone in England and then Calgary, Alberta, Canada, as the formal performance mechanism for a series of improvisational exercises for London's Royal Court theatre.

By 1988, The Seattle TheatreSports^TM League began producing and performing another show: Cream of Wit. The focus of Cream of Wit has been the exploration of longer forms of improvisation in a non-competitive setting. The improvisors in the company wanted to move into new and different theatrical formats, including producing and writing full length shows. We wanted to continue the success of TheatreSports^TM, but grow creatively in other forms. The company began teaching improvisation to interested students, some of whom gained the skills to join the company.