Bass Player for Shy Baldwin. Heavily based on real person Carol Kaye.

S3E3 - As Midge and Susie return to their rooms from gambling their first night in Vegas, Midge spots Howard hitting on Carole, and Carole having none of it.

S3E3 - The next day, Midge sits in on Shy's sound-check frustrations. Carole, Billy, Slim, Henry, Lester, Dede, Martha and Dawn are all present as well.

S3E3 - Midge’s first time opening for Shy in Vegas does not go well. Just when she finally starts to get some laughs, she runs out of time and cedes the stage to Shy and the band (Dede, Martha, Dawn, Carole, Billy, Slim, Tim).

S3E3 - Later, as Midge hosts a food party for the band in the kitchen, Midge and Carole meet properly and Howard makes another quick pass at Carole.

S3E3 - The next morning, Shy shows up to rehearsal to find the band is all missing. It turns out they are all in the kitchen, having a party and enjoying Midge's cooking. Midge talks with Carole about when she saw her the other night, and Howard makes another brief pass.

S3E5 - In Florida, Carole invites Midge into her hotel room to share some food. As they eat, Carole shares some advice on handling intimate relations on the road.

S3E5 - Carole plays with Shy and the rest of the band, as Midge leaves and meets Lenny at the bar.

S3E6 - As Midge approaches Shy's boat for the party, she encounters the band, including Carole, leaving because Shy had a tantrum and threw food at them.

S3E6 - Rose drunkenly watches Midge open for Shy. Shy then sings “One Less Angel”, accompanied by the band (including Carole).

S3E6 - Midge shows up to do her set, only to find the band (including Carole, who is trying and failing to knit something for her nephew) sullen and Shy missing. The others take it for granted, chocking it up to diva behavior, but Midge is worried and goes looking. Eventually, Shy shows up for the show and does a stool set, accompanied by the band (including Carole).

CAROLE: Hey.
MIDGE: Hi.
CAROLE: Thanks for the party. One more room service club sandwich and I'd beat someone to death with my bass.
MIDGE: We haven't officially met. I'm Midge. I'm the comic.
CAROLE: I know. You're a couple rooms down from me. I saw you the other night.
MIDGE: I didn't think you'd remember.
CAROLE: I wasn't drunk. Howard was drunk. And slow. He's handsy but harmless. You're hysterical.
MIDGE: Thanks. You're… bass-y.
CAROLE: Thanks.
MIDGE: Not really up on my musician lingo.
CAROLE: Just keep cooking homemade meals for these animals, and they'll be happy to teach it to you. For that and other reasons.
MIDGE: Yeah. Boys will be…
CAROLE: Pigs.
MIDGE: You married?
CAROLE: Nope. Got kids, though.
MIDGE: Me, too. Two.
CAROLE: Three. All under ten.
MIDGE: Got a little homesick yesterday. Hence, brisket.
CAROLE: It's not easy, being on the road. But what else are we gonna do - stay home? Dust? Fuck dust.
HOWARD: Hello, Carole.
CAROLE: Hello, Howard. Let's have a drink one day. I'll explain the rules of the road to you.
MIDGE: I would love that.
– S3E3

CAROLE: That's 15 years on the road. (sighs) To someone with tits to talk to.
– S3E5

MIDGE: Cute kids.
CAROLE: Thanks. That one's gonna be a huge asshole.
MIDGE: How can you tell?
CAROLE: He's just like his dad… who was a huge asshole.
– S3E5

CAROLE: Okay, well, here's the skinny on one-night stands. If it's a guy in the band, keep it simple. No feelings. They can't think you're a girly girl. Go to their place, never yours. That way, you can leave. And if the place is a slum, don't screw him. If his room's dirty, imagine how clean the rest of him is.
MIDGE: Ew.
CAROLE: You have a gun?
MIDGE: What?
CAROLE: It's not necessary. Keys are a good weapon. High heels are great, and they never see it coming, and most hotels have an on-site shoe repair. Sometimes, if the guy seems really sketchy, but I just gotta have some, I'll shove a matchbook cover in the door for an easier getaway. You look scared.
MIDGE: Gee, why would that be?
CAROLE: (sighs) Sorry. I should've eased you into it. It's just… it gets lonely sometimes. A lot of people can't stick it out. They get worn down. Tired of the travel, the food. Your clothes are never as clean as you want them to be. The pillows are either too hard or too soft. But on the other hand, you see the world. You answer to no one. The audiences, when they're great, are really great. And you're not having to go to your grave not having done anything interesting. I would get a gun, though.
– S3E5

CAROLE: Hey, if I had a nickel for every time Shy fired me, I wouldn't have to work for Shy anymore.
– S3E6

CAROLE: Stool set.
– S3E6

3. Panty Pose
5. It's Comedy or Cabbage
6. Kind of Bleau

• Liza Weil also appeared in the Palladinos’ previous series, Gilmore Girls and Bunheads, as Paris Geller and Milly Stone respectively.

• Carol Kaye, upon whom Carole Keen is closely based, famously did not enjoy her tribute in the series. “A lot of people are saying, ‘That must be you. I love it!’ But I am not a cartoon — and my life is not a joke,” Kaye told the New York Post. “Nobody contacted me. I didn’t know a thing about it. I thought that was pretty bad — kind of like slander.” [src]

• List of Characters