This all started with a kindly nun and a simple bell.

Sister Benedict was her name, the principal at St. Mary’s Catholic School in Rockledge, Florida, a town of about 25,000 that sits on the state’s east coast, near Cape Canaveral. The town is heavily populated by NASA scientists and engineers who over the years sent American astronauts into orbit and onto the moon. The young son of one of those NASA engineers was Scott Thompson, a diminutive redheaded kid who kept to mostly kept to himself, uninterested in the other uniformed St. Mary’s students. He spent recess in solitude, playing with his Matchbox cars.

Young Scott Thompson was short for his age. Ask him today what he was like as a child, and that word is the first to escape: “short.” He was smaller than the other kids, certainly, having inherited the same smallish bone structure as his mom. As a kid, Scott even seemed undersized in his own family. His older brother, Garrett, was two years his senior, a born leader who would one day earn a swimming scholarship to the Air Force Academy and ascend to the level of F-16 fighter pilot who patrolled the “no-fly” zone in the first Gulf War. This guy’s dashing, heroic makeup is of such a movie-star quality he could be nicknamed “Maverick.”

And there was the youngest Thompson, age 7, maybe not yet sorting out exactly what he would be, but how. “He marched to his own beat,” his mother, Dona Wood, a retired Citibank senior recruiter who lives in Las Vegas, says today. “I wouldn’t say he was funny at that time. That wasn’t his shtick. He was cunning—I almost hate to use that word—but he always had a way of making people feel good. He needed to feel important.” Recognizing this trait was Sister Benedict, the principal at St. Mary’s, who had observed Garrett’s orderly progression through his early grade-school years. Sister Benedict “ruled the roost,” as Dona says—she was an uncannily intuitive woman who gauged the personality traits of up to 900 students during a given school year. She homed in on Scott Thompson.

In studying this curious second-grader, Sister Benedict recognized the need for him to be drawn out of his self-imposed cocoon. “She told me, ‘Scott needs something to do. He needs to feel important,’” Dona says.

So the nun presented him with a task and “a bell that seemed as big as he was,” as Dona recalls. It was not an ordinary bell. It was the most important bell in all of St. Mary’s, the one used to indicate the start and end of recess and to summon the school’s students on and off the playground.

The heretofore-overlooked kid took to a ledge overlooking the school, so he could stand tall and be noticed, and rang the bell. He relished how his schoolmates, hundreds of them, responded en masse.

The bell was Scott Thompson’s first prop; the schoolyard his first stage. The nickname would come years later, but this was where “Carrot Top” was born.

It’s around midnight, and 44-year-old Scott Thompson, a bona-fide star on the Las Vegas Strip, is slurping matzo-ball soup at the Mirage’s Carnegie Deli. In about an hour he’ll be out on the Strip, joined by impressionist Frank Caliendo and comic ventriloquist Terry Fator. The Vegas comedy “Laugh Pack” (a nickname that surfaces on the Strip in the chill of the night) will be taping segments for Jay Leno’s show, with Caliendo-as-Leno interviewing Thompson and Fator with the Mirage and Caesars Palace in the background.

Unfortunately, for this occasion Thompson is sick, and not in any comedic sort of way. He has spent nearly three weeks fighting a bronchial illness that had him inhaling from a portable humidifier before his Luxor shows and wiped out his Halloween-night performance. But the surge of adrenaline from this night’s just-finished show keeps him alert, as does the large bowl of soup, and some steaming-hot tea. A headliner at Luxor’s Atrium Showroom for four years now, Thompson is eager to work with fellow comics Caliendo (new to the Monte Carlo) and Fator (a Mirage headliner since February).

The conversation, as always, is fractured by fans wanting a photo and quick chat with the Topper. He obliges, easily slipping in and out of character. One guy asks for a photo; the comedian grips the nearest prop he can find—his sweatshirt—and pulls it over his face while pretending to bolt from the restaurant. He might be off-stage, but Thompson needs to be “on” if only because it is impossible to cloak yourself in anonymity when your very appearance is a universally recognized logo.

It is pointed out that it is no easy task to simply define the performer Carrot Top, a walking assemblage of self-styled dichotomies. Every characterization is met with an unlike, yet accurate, description. Hackneyed, yet inspired. Dopey, yet smart. Handsome, yet homely. Accessible, yet elusive. Hulking, yet scrawny. Childlike, yet adult.

It goes on and on, and it is no accident that Thompson is propped up by so many components. A former marketing major who earned his bachelor’s degree at Florida Atlantic University, Thompson is intensely immersed in every detail of his career, and not just the 35 trunks loaded with thousands of stage props he’s used in his show for nearly 20 years.

“Everything is absolutely by design,” he says. Consider, as just one of countless examples, how his female fans respond to him. One common trait in Thompson’s audiences at the Atrium Showroom is that they are often sprinkled with beautiful women. “I think there is some kind of sex appeal in the show in that I’m funny and goofy, and yet in shape. I’ve got the long hair and kind of androgynous look. It’s love-hate; it’s sexy, but not sexy. So it’s either you get it or you don’t. It’s old-young. Child-adult. Stupid-smart. Corny-hip. But I thoroughly think this through, absolutely.”

He is constantly thinking about the next gag, his brain a carnival of ideas designed solely for his audience. Consider how he views even the most common public signs that people who operate on a normal plane would hardly notice, such as the “CHER” sign promoting her show at Caesars Palace. On that sign, the “C” is wrapped around “HER.” So in the show, it’s “I went to see Cher the other night. I didn’t have any choice—the sign says ‘C-Her!’” As he says, “It’s a filler, but it works.”

This method of dissecting the obvious been going on for years. One of Thompson’s earliest props was a “Neighborhood Watch” sign. “Where’d I get this? I stole it!” Another from his first shows, a sign warning “Slow: Children,” where the image’s feet are not visible. “No wonder they’re slow!” he would say. Signs observed by thousands of motorists a day were used by exactly one in his professional life.

Thompson loves discussing the process of comedy and his countless comic inspirations. They come in all shapes, styles and eras: Jonathan Winters, George Carlin, Steve Martin, Johnny Carson, Gallagher, Bill Maher. In a single sentence he recites his favorite bits from Martin Lawrence, the Amazing Johnathan and Wanda Sykes. Hardly recognized as an impressionist, he’ll slip into his Carson impression in silent moments during his act, intoning, “I did not know that.” Among the more than 300 audio prompts during the performance are a few rim shots. He uses a loud “TOCK!,” a cluck of the tongue, along with a jab of the index finger, after telling a joke about Paris Hilton: “That’s for George Carlin,” Thompson says, evoking a moment from Carlin’s classic album Toledo Window Box. “He used to use that all the time, and I do it every night at some point.”

It is a sound effect Carlin himself copped from an old Spike Jones record, so the material in Thompson’s show reaches back at least a half-century. It is not uncommon to imagine Thompson as one of the Stooges, had he been born in an earlier era, as he’s always willing to sacrifice dignity for a laugh.

“Being self-deprecating is the first thing I tried when I started doing this,” he says. “I don’t want to be the smartest guy in the room.”

Thompson’s rapid pace and his famously vast collection of props—about 70 per show, pulled from 11 trunks set across the Atrium stage—conceal the show’s tight construction. Thompson is so acutely aware of timing that he knows even a momentary pause in delivery can kill a joke. He talks of a moment in a show just before Halloween, during a bit featuring a large, rolling travel bag used for fat kids canvassing the neighborhood for free candy. The idea is to drop the bag on its wheels and, in the same motion, yank out the retractable handle.

“I’ve been doing this bit, and it kills every time,” he says, “but the other night the handle got stuck, just for a second, but just that little pause killed the joke.” It happened again in a more recent show, when he joked about a clock he got at the porno convention. The clock features a woman’s spread legs as the minute and hour hands—funny. It works every time, except on this night, when the clock was caught on another prop—maybe the Buffalo Bills helmet adorned with a dildo because Terrell Owens is “such a dick, he might as well look like one.” When he struggled with the clock, Thompson brought the audience into the mistake. “Damn! If I’d pulled that out right, it would have killed,” and it’s on to the next joke.

Sometimes, certain pauses and words work and Thompson has no idea why. He talks of everyone visiting Las Vegas leaving as a loser. “In Las Vegas, we don’t even know how to spell win,” and a big photo of the Wynn hotel with the familiar W-y-n-n script flashes from behind the stage. “I used to do that, and I’d say, ‘No one here wins, we don’t even know how to spell it,’ and show that same photo. Nothing. You have to say, ‘win!’ or the audience won’t get it.” The self-analysis is nonstop. One joke that changed verbiage was during his assessment of the Smart Car. Originally, it was, “You should have sex in the back of a Smart Car—your cock looks THIS BIG,” with his hands spread apart a couple of feet. “The word ‘cock’ there doesn’t work. But ‘dick’ does work,” he laughs and shakes his head. “I don’t know why, but that is the case.”

After finishing about half of his therapeutic bowl of soup, Thompson makes his way to the Strip with his longtime assistant and confidant, Jeff Molitz, at his side. Molitz has been asked to pluck a few props from the trunks at the Luxor. Thompson meets up with Caliendo, and the two hug. Lights cascade down on the two comics, and Caliendo, as Leno, introduces Thompson as “Kathy Griffin.” Funny.

Thompson then pulls out his new cap for Northwest pilots, which is made with a pillow attached to the back for easy sleeping. Then it’s a cell phone for rednecks, which is in fact a pay phone with a Rolodex glued to the top. Caliendo drops his head and laughs, as do the dozens of fans who have happened by for this midnight performance. Afterward, Caliendo says, “I had no idea how funny this guy was until I saw his show. I could not believe how good he was. A lot of people think he’s just a prop guy, but there is a lot of him just talking. He’s brilliant in his delivery, his sense of timing and how he throws himself into his characters.”

Fator has taken his famous girlfriend and former stage assistant Taylor Makakoa to see Thompson four times (Makakoa says that, aside from Fator, Carrot Top is her favorite act in town). “He is one of the funniest guys I’ve ever seen,” Fator says. “He can do it with or without props. To me, funny is funny.” In addressing Thompson’s detractors, those who say the comic relies on props like a guy with a busted femur uses a crutch, he says, “Hey, if you can make money by using a rubber chicken to make people laugh, then use the rubber chicken.”

Thompson’s father, Larry, worked for NASA for 30 years in the agency’s Gemini and Apollo space programs. Late in his career he worked on the space shuttle program. Larry is a funny guy himself, who shares his youngest son’s more cornball sensibilities. Asked how long he’s been retired, Larry says, “I’ve been retarded since 1994.”

You can almost hear the rim shot. As they say, it doesn’t take a rocket scientist to know what is and isn’t funny.

Even so, though he’s a fan of comedy who still appreciates classics like Shelley Berman and Abbott & Costello, Larry was stunned to learn his son wanted to embark on a career in stand-up. It was when Scott was about to graduate with a marketing degree from FAU, and the elder Thompson was skeptical about his career options.

“The only marketing major from FAU that I knew was selling cars,” Larry says. “We went to see Scott in Boca Raton [site of Florida Atlantic], and I asked him, ‘You’re about to graduate, what are you going to do?’ He said, ‘I think I’m going to go into comedy.’ I said, ‘You have got to be kidding.’” No joke.

In retrospect, the signs were there for Scott to enter comedy. Dona recalls how Scott developed his comedic acumen in the years after he took over the playground with Sister Benedict’s bell. Moving to public school in seventh grade was a turning point. Scott rode the school bus with his new schoolmates, a process that can be painful for a smallish kid with bright orange hair. Dona noticed that on consecutive days it took Scott an uncommonly long time to return home from school.

“I asked, ‘Why is it taking you so long to get home?’ And he said, ‘Well, they’ve thrown me off the bus,’” Dona recalls. “Gosh, it broke my heart. It was just kids being kids, but I told him, ‘Honey, I can’t fight your battles.’ Somehow, he figured it out, and I think it was through his humor that he worked through that.”

A revealing moment Larry points to is during Scott’s senior year of high school, when Scott dressed as Michael Jackson for Halloween. It was 1982, about the peak of Jackson’s fame, so it made some sense. “He had the wig, the glove, everything, but this was a predominantly black school, and I didn’t know if he was taking his life in his hands,” Larry says. “Not that it’s a prejudiced area or anything, but you don’t know how kids are going to react.” They loved it, and even today Thompson uses a quick Michael Jackson impression—complete with a mask and something akin to a moonwalk—in the frenzied final segment of his show.

Thompson’s parents helped him realize his comedic dreams, but there were emotional obstacles along the path. Larry and Dona had been divorced since he was age 13. “I was at the age where you don’t get it; I was surprised at it, and it wasn’t a happy thing,” Thompson says. “They were not getting along, but I was never not loved. … Once it happened, it was probably better for everybody, and I became closer to my father as a result.”

Larry wound up buying a used Datsun pickup for Scott so he could haul his props around to his early gigs, when he wasn’t shucking oysters or delivering credit reports to banks.

At the time, Scott had been listening to the “5 O’clock Funnies” on radio stations in Boca Raton, then saw Jeff Foxworthy perform at a club called the Comedy Corner. The response emanating from the audience struck Thompson. “I was just amazed by Foxworthy onstage, telling jokes and making people laugh,” he says.

His first performance as a professional comedian was on New Year’s Eve during his senior year in college, as Dona recalls. He was performing at a La Quinta in Tampa, which makes the joke in his show that “La Quinta is Spanish for ‘Behind Denny’s’” even funnier. The makeshift lounge seated 200-300, and it was a full night, because, hey, this is La Quinta.

“The audience was a real mixture,” Dona says, noting that her son has always drawn a wide-ranging audience, even from the beginning. “I’m sitting there, looking around at people who are very old to very young. He is onstage, and he has this entire room just laughing hysterically. I saw this room and these people, then I was looking at Scott, in his element. I thought, ‘He really has a talent to make people feel good.’ It was one of those moments. It made me cry.”

Of the likelihood that her son might start a family, Dona says, “I don’t know, he’s so focused on his career, it’s a 24-hour-a-day career for him right now. But if he ever wanted to go in that direction, I’d support him.”

It would not be a stretch to describe Thompson as a figure popular with women, but his nonstop schedule is often built for a soloist.

“I’m not necessarily against [marriage],” Thompson says. “What it is, to be honest—this is my downfall—I’m so addicted to my f-ing work, that I won’t let anything get in the way of that. If I want to go do stuff, do a video or a photo shoot, I need to be able to do it. Can’t be worried about, ‘I thought we were going to go to the movies.’ I love my job. I’m, like, in my own little world.”

Familial concerns are not all Thompson’s friends and family consider. Larry, who turned 70 on November 15, and was in town with the family to see the show at Luxor, says one issue he’s discussed with his son is his dedication to bodybuilding.

“When he started this, five, six years ago, I told him he’d better stop, that he was looking like the Incredible Hulk, and if he didn’t slow down it was going to turn to fat,” Larry says. “The image I like most of him is the old caricature of him, the one with the big hair that looks like a stick figure.”

Certainly, it is impossible to observe Thompson during performances or during his personal appearances and not note his muscle mass. Thompson is huge up top, and it is always noticed. Fans leaving his show often talk of two realities: Carrot Top is damn funny, and wow, did you see the body on that guy?

Thompson is not as big as he was, say, a year ago, having dropped more than 15 pounds (from 185 to a bit less than 170) since summer, but he’s still top-heavy. He’s asked about that, how his body is uncommonly proportioned. He’s got a massive torso and no trunk, looking like what you’d see reflected back in a funhouse mirror. He laughs and says, “Some people say I look like a lion, too, with the mane and the big upper body.”

He flatly denies using steroids or synthetic supplements.

“I have had that response for a while. I get mad about it, because I work so hard,” he says, referring to his daily hourlong sessions at 24 Hour Fitness. “I can see how they would go, ‘He’s huge!’ But when I work out as hard as I do every day, do everything I can with my diet and vitamins, these are the results. I just want to be in shape for the show.”

For the record, Thompson also says he has never had plastic surgery, using the line, “Would I look like this on purpose?” He does wear a lot of makeup in appearances before the camera, that much can be said. What’s the stuff called? Guyliner? Thompson has used that.

As for his body: “I just work very hard to be in shape, but I am trying to be more deliberate about it,” he says. “I want to go back to being in shape, muscular, yet not exactly huge. I’ve had friends say it, I’ve had family say it, ‘My God, you’re like a superhero!’ Gene Simmons even brought it up, ‘Your humor get lost in the translation because of your muscles?’”

When a man who wears makeup and a silver-studded bodysuit onstage is questioning your appearance, maybe it is time to change things up.

But while Thompson jokes frequently about his curly red locks, he very rarely talks of his obviously massive arms and chest. He makes a passing joke about kids pointing at his “guns” at the airport, but nothing else. “I wear baggy pants onstage, I’m not wearing a muscle shirt. I never do talk about it—just the one reference,” he says. “I don’t want to bring attention to it.” That’s true except at show’s end, when he strips to nothing more than briefs and a Rolling Stones cape for his Mick Jagger impression during “Start Me Up.”

“I just give them a blink of, ‘What’s that?’” he says as a way to explain yet one more shift in image. “It’s another way to fuck with them.” When asked about Joe Piscopo, another comic who went on a bodybuilding kick, only to see it detract from his comedic work, the Topper says, “He was on The Tonight Show, just ripped, and dude, it wasn’t funny.”

This is the moment, like so many others in the cave beneath the Atrium Showroom stage known as the Pit of Despair, when CNN breaking news crashes into Toys R Us.

And some despair is happening now.

The redheaded comic tightly grips a little doll, a baby girl, by her torso. He knots a shiny ribbon connected to a helium-filled silver balloon around the neck, then releases his grip.

“Up, up,” he says, trying to will the new prop airborne. But the balloon jerks tight. The doll doesn’t budge, and even seems to smirk at the attempt. Damn. This thing needs to float, guys. Just days earlier, Balloon Boy made news as his giant silver craft hurtled across the great Coloradan landscape. The time is now to make comedic hay out of this farcical event, which will have a stage life of about a week.

“I need some scissors,” says Thompson, who in 20 minutes will assume his onstage identity and play to a customarily sold-out crowd of 350. “I knew this thing was too heavy.” The area is so strewn with random supplies it looks like a clearance sale at Home Depot. You fairly trip over one of four hand trucks used to haul 11 trunks loaded with about 200 props that can be used in the performance to and from the stage. Littering the space are a couple of ladders, rolled-up carpeting, several cans of something called Omni Fog, several canisters of CO2 and 18-roll cases of toilet paper, all sitting at the ready.

Thompson is handed scissors by Marco Rossetti-Busa, one of the guys in the Pit who helps assemble props. The doll’s head is cut clean, but still, she is too heavy for the balloon. Marco unties the ribbon, then finds a slip of cardboard, which he cuts into a rudimentary stick figure.

“That’ll work!” Thompson says, not knowing if it will, in fact, work. This new figure might be too light, but no matter. It’s time to test-drive this prop, live.

Early in the show, Thompson asks the audience if they have seen Balloon Boy. Then the prop rises from behind a trunk. As if by magic, it stops, and hovers at a perfect height where the entire audience can see it. “We spent all day on that, right?” Thompson says.

Laughter ripples, including from longtime members of Carrot Top’s crew Lee Lorren and Dan O’Leary, who have seen hundreds of shows over the past 15 years and have witnessed every preposterous bit. They know the frenetic story behind the silver balloon and cardboard doll, which somehow holds its altitude over the next hour. It seems the perfect prop.

Afterward, as the crew begins to haul off the trunks and sweeps the floor of Tic-Tacs, shredded paper and Silly String used in the performance, you look behind that trunk. One of the Topper’s stage managers, John Ullon, reaches down and pulls a bottle of Arrowhead water off the stage. This is the secret—the balloon, and even tonight’s show, was tied to this bottle, securely in place.

It is at once laughable and goofy and brilliant, and so very Carrot Top.