Joan is a widow, and Barri caught her husband with another woman. Best friends since childhood, these two middle-aged ladies went back to school to enjoy all the staples of modern college life. This part scripted, part improvised show takes place at the fictional University of the Midwest, and has a main cast consisting mostly of members of The Groundlings Theater improvisational comedy troupe in Los Angeles. This includes Joan and Barri, and their dorm neighbors Abdul and Drew, as well as guest stars like Will Forte, Maya Rudolph and Paul Reubens. Even Executive Producer Cheryl Hines, also from Curb Your Enthusiasm, is a Groundlings alumnus.