Make Every Second Count: 8 Rules For YouTube Success From The Creators Of Epic Rap Battles

Peter Shukoff and Lloyd Ahlquist talk about their hands-on, labor intensive process and the surprising link between SAT exam questions and hilarious rap smackdowns.

One afternoon four years ago, comedian and musician Peter Shukoff took a break from his job delivering cookies for a Venice, California, bakery to rent a Beatles outfit and fake mustache. Dressed up as John Lennon, Shukoff glued a toupee onto the head of his comedy partner, Lloyd Ahlquist. Then, armed with a $50 microphone, a laptop and a piece of green felt for a “green screen,” Shukoff and Ahlquist made their first battle rap video John Lennon vs Bill O’Reilly. Total budget $200.

Peter Shukoff, left and Lloyd Ahlquist

43 smackdowns, 1.5 billion views and 10 million channel subscribers later, Shukoff and Ahlquist’s Epic Rap Battles of History has perfected the two-minute celebrity smackdown to become a star attraction for Maker Studios, purchased this spring for $500 million by Disney. Shukoff says, “Today we have a $3,000 microphone, we have our own recording studio and about 15 people who help us do this, but it still comes down to the same thing: We just try to make every second funny and really entertaining. Every second.”

As they fine-tuned episodes for their current ERB season running through July 14, writer-performers “Nice Peter” Shukoff, who’s portrayed everyone from Steve Jobs and Mozart to Darth Vader, and “EpicLLOYD” Ahlquist, known for his Bill Gates, Skrillex, and Hitler impersonations, talked to Co.Create about the power of audience involvement, S.A.T exams as a model for “three-tier” joke construction, and other tips for how to build a massive online webotainment empire.

Go Broad, And Deep

Shukoff may be the only comedian in history to cite SAT exams as a model for joke construction. “We’ve always operated on this three-tier joke system that I think comes subconsciously comes from the SATs in high school,” he says. “I remember preparing for it, I found out the first set of questions is designed so everyone gets it right. The middle set of questions is designed so 50% get it right and then the last set of questions are extra-hard on purpose so that not many people get them right. That really stuck with me as a good way to write. You can hook the younger or more casual viewers with pretty simple humor, but then you leave a couple of jokes in there that you know they won’t get.


Ahlquist adds, “You’ve got to be way into physics to get the specific references in Einstein vs. Stephen Hawking. We didn’t get into this business to be particularly educational but we’ve seen fans do their own research so they can understand what the last portion of the humor is about. It’s cool to have that kind of impact.”

Listen to the Audience

Ahlquist dropped out of University of Massachusetts with five classmates and formed the Mission IMPROVable comedy troupe after moving to Chicago. Shukoff joined up as the troupe’s piano player after the Fredonia University dropout rapped free-style at a front porch keg party. Touring the country in a van, Ahlquist and Shukoff took audience suggestions as the basis for improvised skits and applied the same crowd-pleasing dynamic for subscribers to their YouTube channel.

“Because we both come from an improv background, we’ve never seen the audience as a distant thing,” says Shukoff. “They’re totally part of the show. By taking suggestions from the audience and keeping them involved–that’s what allowed the troupe to thrive in the college entertainment scene and we brought that same spirit in when we started making the YouTube videos.”


“It’s very important to acknowledge that the audience is there because they’re the ones who will share your videos with their friends, they’re the ones who leave comments, and all the Epic Rap Battle match-ups come from audience suggestions so they’ve been a huge part of helping us grow,” Ahlquist elaborates. “We did a Superman versus Goku rap battle which we never would have done on our own but because the audience clamored for it for so long, we did it. We want to let the audience know their input really is important. We listen.”

Master the Tool Kit

Ahlquist says the duo was extremely hands-on in the production process from the start of the series. “Early on we jumped in there and did the music tracks ourselves, we edited ourselves, we learned about cameras, we learned about new software, so there doesn’t need to be a middleman when it comes to taking the vision and putting it onto the stream,” he says.

Hands-on control makes for 12-hour work days when the series is in production. Shukoff says, “This morning we got up at six in the morning because we had a Isaac Newton versus Bill Nye Battle come out with Weird Al Yankovic, who’s one of our childhood heroes, but there were some technical errors we had to fix. I pulled over at a rest stop in Minnesota and Lloyd went to the editing office and we went to work, just like we’ve done from the beginning. If we screw up, it’s on us.”


Do the Homework

By putting their talents at the mercy of audience suggestions, Shukoff and Ahlquist routinely take on subjects they know nothing about. “We just immerse ourselves in them and learn everything we can,” says Ahlquist. “It’s months and months of research and writing and watching documentaries and really immersing yourself in the subject.

Referring to the Mozart vs Skrillex battle, Ahlquist says, “I didn’t even know who Skrillex was, which should tell you how much I get out of the house, but I when I looked into it, I went ‘Holy crap this kid is huge.’ And once you decide to embody some person, you’re making a contract with your audience: ‘We are going to do this person justice.'”

“For Skrillex and Mozart we listened to a ton of their music because we needed to know how their music reflected their personalities and therefore how to make each character be like his music,” says Ahlquist. “And for something like Rick Grimes vs. Walter White, watching Breaking Bad–all six seasons. That’s a pretty cool job.”


Just Say Yes

The forerunner to Epic Rap Battles was performed with frequent ERB collaborator Zach Sherwin in front of a live audience at the Mission IMPROVable’s Westside Comedy Theater, and rhymes were concocted in a matter of seconds, with mixed results.”It worked maybe 65% of the time,” Ahlquist laughs. “They’re really hard to do off the top of your head.”

Now Ahlquist and Shukoff routinely spend several weeks of intense back and forth to develop a raw concept into a tight two-minute piece. “We’re basically auditioning for each other all the time,” says Ahlquist. “It’s easy to get attached to ideas especially when you’ve worked hard on them but our improv background helps in that we come from a place where we try to say yes first, and then polish it after. Then if something doesn’t work it doesn’t work.”

Drink Coffee, Clamp on Headphones

The ERB partners take different routes to arrive at their often ingenious rhymes, Ahlquist explains. “Pete will read and read and read and absorb everything, then lock himself in a room and explode out a whole verse at one time. I’ll take headphones and nine cups of coffee and bang my head against the wall and write the same line back and forth and back and forth. Eventually you get something like Mozart saying to Skrillex ‘Tell me, what comes after the 68th measure of diarrhea? What kind of drugs does it take to enjoy this? I have no idea. I’ve seen more complexity in a couch from Ikea.'”


Make Every Frame Count

Shukoff and Ahlquist invest their performances with a loose, over-the-top energy that belies a rigorous post-production process that leaves nothing to chance. “A lot of people can write lyrics, as we do, but when you’re editing, there’s a big difference between two frames, or not two frames,” says Shukoff. “Same with music tracks. This is still very much a DIY concept for us and it’s important to sit there and tinker as long as you need to until the piece sounds right to you, rather than say, ‘Okay, here’s the product. Let me ship it off to the next team,’ which maybe has a 5% difference in the vision, and they ship it off to the next team, which has a 5% difference.”

Behind the scenes on the making of the latest battle, “William Wallace vs. George Washington.”

Product First, Business Later

Though Shukoff and Ahlquist earn a comfortable living from Epic Rap Battles’ advertising revenues, merchandise, and downloads, the comedians say they focus on content over marketing strategies. “We really don’t talk too much about a business plan,” says Ahlquist. “We don’t, like, have a portfolio where we tuck our shirts in and sit down at a desk and plot it out. We do very little of that. It’s just about figuring out, ‘How sane are you? Let’s plot out the season. Here’s our production plan,’ and then hopefully the video speaks for itself.”


About the author

Los Angeles freelancer Hugh Hart covers movies, television, art, design and the wild wild web (for San Francisco Chronicle, Los Angeles Times and New York Times). A former Chicagoan, Hugh also walks his Afghan Hound many times a day and writes twisted pop songs.


#FCFestival returns to NYC this September! Get your tickets today!