In 1993, Ullman returned to television after her hit FOX comedy series, The Tracey Ullman Show, was canceled, with two comedy specials for HBO. Tracey Ullman Takes On New York, and Tracey Ullman: A Class Act, were produced and aired on the network. Both received critical praise and awards. HBO approached Ullman and her producer husband, Allan McKeown, about doing a weekly character series for the network. Ullman agreed, and the Takes On series was born.
Ullman created and portrayed a wide spectrum of exotic characters for the series, including both men and women, young and old. Only her 'Kay' character returned from her earlier FOX series.
Each week, each episode would focus on, or "take on," a certain topic, in which each installment would revolve. Unlike her previous series where characters would appear one week, only to never be seen again, Ullman's new roster of characters for the show would appear repeatedly for the run of the series.
Guest stars included, Hugh Laurie, Tobey Maguire, Giovanni Ribisi, Jon Favreau, Carlos Mencia, Dan Futterman, and Danny Woodburn. Writer Jenji Kohan went on to create the hit Showtime series Weeds, writer Allen Zipper went on to write and produce George Lopez and Blind Date, producer Gail Parent wrote the screenplay for Confessions of a Teenage Drama Queen, and director Thomas Schlamme went on to direct hit television shows, including The West Wing.
In 1998, Ullman released the book, Tracey Takes On.
Ruby Romaine: 72, a Hollywood makeup artist who has seen it all. Worked heavily during Hollywood's heyday. Drinks and smokes heavily. Lives with her shell shocked, Vietnam Veteran son, Buddy, and their pet pig.
Fern Rosenthal: 56, a Jewish homemaker, originally from Long Island. Retired to Boca Raton, Florida after her husband, Harry, suffered a heart attack. Harry Rosenthal was the owner of a chain of discount pharmacies.
Janie Pillsworth: 37, originally from England, now a New York fashion magazine editor. Sent to a prestigious British boarding school. Her father sacrificed a kidney to pay tuition. Disowned her parents until an ill-fated family reunion. Lets her mother, who also acts as a nanny, live with her.
Linda Granger: 49, An actress, singer and author. Had a hit 1970s television series, 'VIP Lounge,' in which she played Vickie Starr. Has a book entitled 'I'm Still Here: The Linda Granger Story,' which details her additions to alcohol, surviving cancer and 'personal misfortune.' Had a child, whom she gave up and then adopted, named Marmalade. She is also a recovering sex-addict. Her manager is Candy Casino (Seymour Cassel).
Rayleen Gibson: 34, Australian, stuntwoman to the stars. Raised by dingos in the outback. Married to a 'little person,' Mitch Gibson (Danny Woodburn). Runs A.A.H., Aged-Animal-Actors-Home, for retired animal actors.
Virginia Bugge: 36, a British politician's wife.
Erin McColl: 47, lead singer of the 1970s band, Wisechild. Depends on her manager, Dusty, for guidance.
Her Royal Highness: 57, derives enormous pleasure from making everyone around her as uncomfortable as possible.
Madam Nadja: 60, Hollywood, 'madam.' Never leaves her bed.
Characters Linda Granger and Fern Rosenthal were created and first seen in the special, Tracey Ullman Takes On New York. Characters Trevor Ayliss, Janie Pillsworth and Virginia Bugge were created and first seen in, Tracey Ullman: A Class Act.
Ullman sent the episode Royalty, to Princess Diana, hoping she would get a laugh out of the sketch, A Royal Visit, in which Her Royal Highness attends a dinner party, and has some scathing remarks about Diana. Also, originally in the episode, but cut out in the syndicated version due to Diana's death, attorney Sydney Kross makes a special video message to Princess Diana, hoping to handle her divorce settlement. Princess Diana, through her staff, contacted Ullman, saying that she had enjoyed it.
Her Royal Highness is said to be a combination of many royals. Princess Anne's voice is supposedly mimicked.
Ullman has admitted that the inspiration for the character Sydney Kross was Leslie Abramson, attorney for the defense in the trial of Lyle and Erik Menendez. The character bears an uncanny resemblance to Ambramson, although the voice originates from Ullman's first Hollywood agent who she describes as "crazy".
Some characters were retired for various reasons. The character, Virgina Bugge, was no longer on the roster due to the fact that Ullman kept having to replace the character's husband, first Hugh Laurie, and later Tim McInnerny. The character Mrs. Noh Nang Ning was retired after the third season. No reason was ever revealed, however the make-up for the character was excessive and Ullman felt as though she was being "buried alive" in the first season's makeup for the character. It would be altered during the second season. Ullman fainted more than once on the set due to excessive heat and the heavy character makeup.
The character of Chic was based on a real New York City cab driver who once drove writer, Allen Zipper to Laguardia airport. The line "You want to fuck me or you want to fuck my Mercedes" used in the series was an actual line that the driver used when talking about how woman in LA only cared about money. A prosthetic penis filled with bird seed was worn by Tracey when made up as the Chic and air steward Trevor Ayliss. The hair that was used for Chic's body hair, continuously bothered Ullman.
During a 2003 appearance on The View, promoting her latest HBO special, Tracey Ullman in the Trailer Tales, cast member, Joy Behar, told Ullman that she knew who she based character, Ruby Romaine on: "Romaine", a make-up artist to Woody Allen. Ullman appeared and later starred in two Allen films, Bullets Over Broadway, and Small Time Crooks. She was also cast in Everyone Says I Love You, but due to running time her scenes were cut. The "Ruby Romaine voice" made an earlier appearance in Ullman's 1991 one-woman stage show, The Big Love. The character was not Romaine, but another character, stage mother, Florence Aadland, who recounts tales of old Hollywood to the audience, very reminiscent of Ruby Romaine in the "Takes On..." series. Ullman says that Ruby is based on all the older Hollywood make-up artists she's encountered, who have "Eisenhower" listed on their resumes.
The Asian-American community found the Asian character, Mrs. Noh Nang Ning, that Ullman portrayed, offensive. Ultimately, HBO supported Ullman, citing that she did not portray the character in a negative light. Tracey later revealed how she received letters from Asian youth, thanking her for her character, appreciating that even though they were rarely represented on television, 'at least they had her.'
In December 2005, Tracey Takes On... officially came to DVD from HBO Home Video. Included in the first season's ten-episode set is a photo gallery, four previously-unseen character comedies, the special Tracey Takes On New York and an audio commentary on the premiere episode, Romance, from Ullman herself.
In June 2006, the entire second season of the series was released. Extras include a photo gallery, three character comedies (Kay, Hope, and Chris Warner) and commentary by Tracey on Las Vegas.
At this time, no plans have been made to release Seasons 3 and 4 yet.