ONTD

NBC's Up All Night should have been a hit. The show came with a strong comedy pedigree: It starred Christina Applegate, Will Arnett and Maya Rudolph and was produced by Saturday Night Live don Lorne Michaels. At the center was what seemed to be a relatable premise for the young adults watching the network's upscale comedies: a hip, young couple adjusts to life with a baby.

But two years after creator Emily Spivey shot the pilot (then called Alpha Mom), Up All Night is all but gone, suffering the death of a thousand tinkers. A heavily touted plan to morph the show into a multi-camera sitcom is now mostly abandoned, and some of the outlandish ideas bandied about for the revamp (including one idea involving rock star Melissa Etheridge) will never see the light of day.

When NBC announced the show in May 2011, Applegate was going to be playing Reagan, a successful public relations exec and new mom; Arnett was her stay-at-home husband, Chris; Rudolph was her boss and best friend, Ava; and James Pumphrey was Brian, Reagan's socially awkward hipster assistant.

Then came Bridesmaids. The feature surprised Hollywood by becoming a mega-hit and raised Rudolph's profile, something both NBC and Michaels wanted to exploit. The PR firm angle was soon tossed, and the pilot was re-shot with Ava as an Oprah-esque talk-show host. "That was Lorne's creation," says one insider. "It wasn't meant to be there." Reagan became Ava's producer, and Pumphrey was replaced by Jennifer Hall as Reagan's ditzy assistant, Missy. The show's focus began to center more and more on the talk show workplace and the relationship between Reagan and Ava.

"A talk show for Maya's character, Ava, is just more fun," Spivey told reporters that summer. "It seemed like a natural progression." In hindsight, though, some insiders say that decision doomed Up All Night from almost the beginning. "I always felt the Maya and work stuff ruined the essence of what worked about the show: Christina and Will's relationship," says one insider. "They thought Maya was a star and ruined the show to accommodate her. I'm not sure why they didn't just develop a different show for her."

But the changes were just beginning. Nick Cannon was brought in to play Ava's sidekick (although he ultimately had just a minor role). Steven Pasquale later came in as a foil to Reagan and Ava's exploits on The Ava Show.

By the time it moved from Wednesday to Thursday, the struggling show had lost more than half the audience from its premiere. Up All Night then underwent another overhaul in Season 2: The Ava Show was canceled, bringing Reagan back home. Arnett's character, a former lawyer, became a contractor. Hall was gone, but new to the show was Luka Jones as Reagan's slacker brother.

Even NBC Entertainment president Jennifer Salke admitted that the Season 2 changes exacerbated Up All Night's problems. "That's part of the confusion," she told TV Guide Magazine last fall. "Taking Maya out of that show and Christina out of that workplace actually made it even more low-concept, and handcuffed Maya's abilities in some ways."

Also gone was original executive producer Jon Pollack, who had been tapped to guide Spivey (who had never run a show) and manage Up All Night in its first season. These arrangements are increasingly common in primetime, as networks and studios bring in more seasoned producers to oversee creators with no showrunner experience. Sometimes it works, but often it leads to creative clashes.

"At the end of the day, someone has to have final creative say," says one producer familiar with the situation. "You can't have responsibility unless you have control."

Frequently, that means either the creator or the showrunner winds up leaving. "It's really hard when you have creators, showrunners and the network all coming in [with different opinions]," says another producer on a different sitcom. "You want to develop with someone with a vision. But you also need someone with experience, who's done it for a while."

When Pollack departed at the end of Season 1 to join his pal Scott Silveri's new sitcom Go On, NBC brought in Everybody Loves Raymond veteran Tucker Cawley to take the reins of Up All Night. But Cawley didn't have much more showrunning experience than Spivey, and Up All Night moved even further from its original conceit. "The show got a lot softer," says one insider. "Whatever comedy was there got bled out of it even faster."

Up All Night opened its second season on Sept. 20 with a 1.3 rating with adults 18-49 and just 3.1 million viewers overall. By October, Michaels had pitched Peacock execs on morphing Up All Night from a single-camera comedy into a multi-camera one, shot in front of a studio audience. "God bless Lorne, trying to keep everything up and on the air," says one insider. "He was in survival mode. Let's do whatever might potentially keep it alive."

NBC agreed, and put the show on hiatus. "It was really being driven by our creative passion for that cast and hopefully trying to address some of the issues of why the show hasn't caught on the way we think it should," Salke said at the time.

Ultimately 11 episodes were shot and aired by December; NBC wanted to produce five more for this spring. Cawley left the show, replaced by Linda Wallem (Nurse Jackie), a childhood friend of NBC Entertainment chairman Bob Greenblatt.

At this point, Spivey was itching to quit her own series, particularly after watching a third showrunner installed above her. One source says Michaels simply wouldn't let her leave. Another says the network and producers (including Wallem) "begged her to stay. The show was in such flux that the main reason they wanted her to stay was they didn't want to rock the boat."

By January, Spivey told her bosses that since it was no longer really her series, she'd like to leave. Spivey then signed a new deal with 20th Century Fox TV, where she's now working on the new upcoming Fox animated comedy Murder Police.

Wallem and the writing staff began brainstorming ideas for the multi-camera version. One pitch placed a portal between the two worlds — the single-cam and multi-cam versions — that only baby Amy could see. Another idea put Wallem and her real-life partner, Etheridge, in front of the camera, perhaps with the action taking place in their living room.

Ultimately, a script was written in which Applegate, Arnett and Rudolph played actors portraying the characters Reagan, Chris and Ava on a fictional show called Up All Night. Off the show-within-a-show, Arnett's character would live at home with his mother, and Applegate's would be dating. Rudolph's real-life pregnancy was being written into the storyline — and included a "who's the daddy?" twist.

The changes were too much for Applegate, who quit on February 8 to focus on Anchorman 2. "I think Christina got wind of the kooky things going on," one source says. Applegate's reps declined comment, but in a statement released after she quit, the actress said, "The show has taken a different creative direction and I decided it was best for me to move on to other endeavors."

Was she in breach of contract? Perhaps, but she might have argued that the revamped Up All Night was so different that her deal was void. Either way, NBC didn't want a battle and let her go.

Applegate's exit made Greenblatt become even more determined to make the changes work. "His thought process was, 'You don't give away a cast this good, you try whatever you can,'" says an insider.

The decision was made to shoot just one episode and consider it a new pilot for fall 2013 consideration. Legendary director James Burrows (Friends, Will & Grace) was brought on. And although Lisa Kudrow's name was briefly mentioned as a potential Applegate replacement, she immediately said no. After that, no other actresses were contacted, and a pilot was never shot.

With Applegate gone, both Arnett's and Rudolph's agents urged them to move on, too. "They wanted to get off the show, but they were scared of the wrath of Lorne," says another insider.

Both actors are technically still under contract to Up All Night, but Arnett just signed on to play a divorced dad in an untitled CBS comedy pilot from Raising Hope creator Greg Garcia, and several networks are reportedly courting Rudolph to headline a comedy/variety series.

NBC's Up All Night Twitter and Facebook accounts haven't been updated since Feb. 7. NBC hasn't officially canceled the show, but a network insider doubts it will return: "Humpty Dumpty couldn't be put back together again."

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tl;dr summary: Too many creatives messed up the show; they tried to revamp it with a show-within-a-show idea and now everyone is jumping ship. Sigh, NBC continues to fail.