Judd Apatow On The Alchemy Of 'Funny People' Judd Apatow, known for films like The 40 Year Old Virgin and Knocked Up, was the guiding force behind the comedy Funny People, out now on DVD. The movie focuses on a comedian (Adam Sandler) who reassesses his life after a dire medical diagnosis. Apatow, a former comic himself, talks about why he made the movie — and what he finds funny.
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Judd Apatow On The Alchemy Of 'Funny People'

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Judd Apatow On The Alchemy Of 'Funny People'

Judd Apatow On The Alchemy Of 'Funny People'

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This is FRESH AIR. I'm Terry Gross. My guest, Judd Apatow, is behind a lot of hit comedy films. He wrote and directed "The 40 Year Old Virgin" and "Knocked Up," and he was a producer of "Superbad," "Forgetting Sarah Marshall," "Step Brothers," "Pineapple Express," "Talladega Nights," "Anchorman" and "Walk Hard." He was the executive producer of the TV series, "Freaks and Geeks," which launched the careers of Seth Rogen, Jason Segel and James Franco.

I spoke with Judd Apatow over the summer, when his film "Funny People" was in theaters. It comes out next week on DVD. "Funny People" stars Adam Sandler as George Simmons, a famous comic who's diagnosed with a rare blood disease that is usually terminal. Suddenly facing the prospect of death, Simmons hires a young comic, Ira Wright, played by Seth Rogen, to be his writer and all-around assistant at the mansion he lives in by himself. "Funny People" follows the story of this successful comic who is reevaluating his life and a group of younger comics, Ira Wright and his friends, who are trying to make it in comedy. Here's a scene just after Ira, Seth Rogen, accepts the job with George, Adam Sandler. They're in George's kitchen.

(Soundbite of movie, "Funny People")

Mr. ADAM SANDLER (Actor): (As George Simmons) I want you to possibly do me a favor.

Mr. SETH ROGEN (Actor): (As Ira Wright) Okay, yeah, what?

Mr. SANDLER: (As George) Kill me.

Mr. ROGEN: (As Ira) What?

Mr. SANDLER: (As George) Nobody knows we know each other. You're a stranger. You can get away with this. I got a gun in the other room, it's untraceable. I'll give you $50,000. Don't make me suffer. Please, kill me, Ira. I'm begging you.

Mr. ROGEN: (As Ira) Can you at least give me, like, a night to think about it?

Mr. SANDLER: (As George) Ha! Think about it? You would do it.

Mr. ROGEN: (As Ira) Oh, I hate you, man. Oh, no.

Mr. SANDLER: (As George) Ira, I misread you. You're sick. You're a murderer.

Mr. ROGEN: (As Ira) Aw, (censored).

Mr. SANDLER: (As George) You wanted to do it. What would you have done for $100,000? Chop my head off?

GROSS: Judd Apatow, welcome back to FRESH AIR. I really loved this film, and I thought it was really interesting that you're dealing with mortality in it. You're dealing with a character who's getting older, and it's in part about a search for meaning, as well as, like, a search for sex and comedy�

(Soundbite of laughter)

GROSS: �though, yeah, there's that, too. And I felt, watching it, like maybe this was, like, your younger self and your older self kind of meeting each other in a movie or being represented in a movie.

Mr. JUDD APATOW (Writer, Director): It is like an episode of "Star Trek" starring Frank Gorshin.

(Soundbite of laughter)

Mr. APATOW: I think that that's true. You know, I watched the movie. Sometimes I feel like I'm more like Seth's character, and then when I'm honest with myself, I realize I'm more like George's character. It's definitely - nothing in the movie is based on fact, but it's all very, very truthful to how I feel about things and things I struggle with. So maybe it is my inner turmoil turned into comedy for America's amusement.

GROSS: Now, you and Adam Sandler were roommates in Los Angeles when you were working at The Improv, and he had just moved out to L.A. And in your movie -the movie actually - "Funny People" actually opens with some video footage that you shot, back when you were roommates, of Adam Sandler making phony phone calls, prank phone calls. Is that something that he would do a lot?

Mr. APATOW: Well, back then, we were in our early 20's. Adam had been on MTV, on the TV show "Remote Control." He wasn't successful, but there was a buzz around him that he was somebody who was going to do very well. There was no buzz around me whatsoever.

(Soundbite of laughter)

Mr. APATOW: I was MC-ing at The Improv, and Adam had so much energy to be funny that he would be very funny with strangers on the street. He would yell out the car window. He would bug everyone on an elevator because nobody knew who he was, and he had no outlet. And one of the ways that he expended this comic energy is he made a lot of prank phone calls for hours and hours. He couldn't have been more amused by it. And it really was funny, and after a while, I started recording them on audio, and then I started videotaping them. Then when I was writing the movie, I thought, well, this is a good way to start the movie because Adam looks so happy in this footage. He just looks young and pure and excited about his life. And then after the prank call in the movie, we cut to him in current times, and his character, the light is just out of his eyes. He's in a giant house and he's rich and famous, and he couldn't look more unhappy.

GROSS: Were you ambivalent at all about the phony phone calls because of the person on the other end who was being made the fool?

Mr. APATOW: I was never into phony phone calls. I don't like confrontation that much. Phony phone calls are something you do when you're young, and you're trying to pretend you're an adult. That's the whole hook: Can you convince an adult you are an adult? And so when you're an adult, it's easy. People will believe anything that you say. So I would get very uncomfortable because people wouldn't hang up. They would talk to Adam forever.

A lot of the phony phone calls were - was him calling restaurants and complaining about the food. He would call as an old lady and say the roast beef made him sick, and slowly he would try to finagle a free sandwich out of them.

GROSS: What was your act like at the time when you met Adam Sandler and you were working at The Improv and also functioning as the MC there?

Mr. APATOW: I wasn't that funny. I started doing stand-up when I was 17. I didn't have any life experience except high school. I only went to college for a year and a half. So I had almost nothing to draw on. I, you know, I probably was a very mediocre - like if Bill Maher was really, really boring and had no life experience, no edge and no wit. That was me.

I did get funny enough eventually that I got on the HBO "Young Comedians" special with people like Ray Romano and Janeane Garofalo. But I knew that I wasn't as good as the people that I was looking up to, like Bill Maher and Seinfeld and Adam Sandler and Jim Carrey, but I can write jokes for them. And my jokes seemed to work. So slowly, I became a writer.

GROSS: "Funny People" is such a kind of valentine to - an ambivalent valentine, in some ways, to young comics getting started, as well as being about an older comic who's become hardened and cynical. And, you know, Seth Rogen is one of the young comics, and his character's doing a lot of, like, fart and masturbation jokes. And at one point, the Adam Sandler character goes up to him and says: Is your act designed to make sure no girl ever sleeps with you again?

Mr. APATOW: Yeah.

(Soundbite of laughter)

GROSS: Did you ever do that kind of humor, and - yeah, let's start with that. Did you ever do that kind of humor yourself?

Mr. APATOW: I wasn't filthy. In fact, I got on the HBO "Young Comedians" special, and it was the first time I got on cable, and I thought I should take advantage of this and I should curse. But I didn't have any dirty jokes, so I just added the F-curse randomly throughout my act. And every once in a while, they show it on Comedy Central, and they're beeping me constantly, and none of the jokes require cursing. And it's very, very embarrassing to me. So no, that wasn't what my subject was about because in order to have jokes about sex, you would have needed to have had sex.

(Soundbite of laughter)

Mr. APATOW: So I did not have the experience to do those jokes.

GROSS: Were you exposed to a lot of comics who did?

Mr. APATOW: I was exposed to a lot of comics who did. There was - there's definitely a correlation between people who want to perform and people who want to meet the crowd and have sex with them. There's definitely a lot of sexual energy in the comedy clubs. Do not chat with the comedians after the show, people. You'll put yourself in a dangerous situation.

Me, I'm uncomfortable. I'm the guy that wrote "The 40 Year Old Virgin." I never walked up to a woman cold in my entire life. You know, I need a formal introduction. I need to sit next to them at work for a year or two before I talk to them.

(Soundbite of laughter)

Mr. APATOW: I could never approach anybody.

GROSS: But you seem to be fascinated by the kinds of guys who are more brazen and who talk about sex all the time and brag about it, whether they know what they're talking about or not.

Mr. APATOW: Yes. I find that endlessly funny. I don't think it's healthy. I find all sexuality really, really hilarious. You know, it always made me laugh that if you're young, and you walk up to a woman and you say hello, on some level, the code is: I'm interested in you. And if she says hello and keeps talking to you, she's - in code - saying okay, we can continue to talk because there's a chance maybe I could like you at some point.

And because I was so aware that there was this constant, coded conversation happening, I never wanted to have that conversation. I just felt strange about it. But people doing it I find endlessly fascinating, and maybe I'm jealous. I don't know. I spent many years talking to other people, saying, like, and you did what? And then she said what? And then you did that? And she said okay? That's, you know, that's how I spent most of my young life, shocked at what other people did.

(Soundbite of laughter)

GROSS: My guest is Judd Apatow. He wrote and directed the new film, "Funny People." More after a break. This is FRESH AIR.

(Soundbite of music)

GROSS: If you're just joining us, my guest is Judd Apatow, and he wrote and directed "40 Year Old Virgin," "Knocked Up" and the new movie, "Funny People," and he directed - he produced all the Judd Apatow films. You're such a brand name now.

(Soundbite of laughter)

Mr. APATOW: I'm like Kraft cheese.

(Soundbite of laughter)

GROSS: You really are a brand. One of the things I really like about "Funny People" is that the comics who are in the movie, we see excerpts of the movies and the TV shows that their characters have made over the years. And the George Simmons character - this is the character played by Adam Sandler - one of his movies is called "Re-Do." And it's a movie in which the character meets a wizard and asks the wizard to make him young again, and the wizard makes him into a baby. So he's like a baby with the adult Adam Sandler's head on his body. And I want to play a clip from this movie-within-the-movie. And if our listeners want to see it, you actually have, like, a fake Web site for the comic George Simmons. So here's a scene from this movie, "Re-Do," and he's talking to his younger brother, who's played by Justin Long, the actor who's also famous for his role in the Mac commercials.

(Soundbite of movie, "Funny People")

Mr. JUSTIN LONG (Actor): (As Re-Do Guy) What you doing?

Mr. SANDLER: (As George) (As Craig) Listen. We've got a meeting at 5 o'clock, and if I'm not there, the whole thing falls apart.

Mr. LONG: (As Re-Do Guy) No, Craig, you're not going to the meeting. You're a baby.

Mr. SANDLER: (As George) (As Craig) Really? Thanks for telling me. I forgot for a second that I had a one-inch penis.

Mr. LONG: (As Re-Do Guy) This is not a picnic for me, either, Craig. Who's been changing your diapers, huh? Who's been feeding you with the airplane noises?

Mr. SANDLER: (As George) (As Craig) If you would have met me at lunch like we said we were, I wouldn't have wandered off into the woods and fell into that cave.

Mr. LONG: (As Re-Do Guy) Craig, listen to me. I'm doing the best I can, okay?

Mr. SANDLER: (As George) (As Craig) I wiped your ass our entire childhood. Now it's your turn, buddy.

Mr. LONG: (As Re-Do Guy) Well, you're the one that asked a wizard to make you young again.

Mr. SANDLER: (As George) (As Craig) I didn't mean this young.

Mr. LONG: (As Re-Do Guy) Listen, Craig. I know this has been hard on you, pal. I do. I - it's been hard on all of us.

Mr. SANDLER: (As George) (As Craig) It's not you. It's this whole situation.

Mr. LONG: (As Re-Do Guy) Unfortunately, there's no handbook for this kind of thing. I'm just kind of winging it here, pal.

Mr. SANDLER: (As George) (As Craig) You know, it took me becoming a baby to realize what it means to be a man.

Mr. LONG: (As Re-Do Guy) Well said.

Mr. SANDLER: (As George) (As Craig) Okay, get the BabyBjorn. We're going to go find that wizard.

Mr. LONG: (As Re-Do Guy) Now that sounds like a plan.

GROSS: That really cracks me up. And that's an excerpt of Judd Apatow's new movie, "Funny People," and it's a clip from the movie that the Adam Sandler character made.

Mr. APATOW: It's very complicated.

GROSS: Yeah, I mean, you're talking about a movie-within-a-movie.

Mr. APATOW: It's a clip from a movie that isn't real, but it's in the movie, which is also not real. It's many meta-meta-levels. But I would like to point out that that clip, only about 10 seconds of it is in the movie, and then we created a much longer version of the clip just for the Internet because we wanted to have a very elaborate Internet site which followed the careers of all the characters in the movie.

GROSS: This strikes me as a kind of movie that could have been pitched to Adam Sandler - you know, a man in an infant's body because of a wizard's curse or a wizard's magic wand or whatever, and, you know, mayhem ensues. So tell me about coming up for this idea of the movie-within-the-movie.

Mr. APATOW: Well, what we wanted to do was, you know, have fun with the modern comedy star's career because we've all made all of these movies. If you just go down the list of all the big comedy stars, they have the times they tried to do their dramatic movie. They have their Disney movies. They have their R-rated movies, their kind of bromantic comedies, if you will. So we wanted to just have fun with his career. And it was also important to me that he was a star who - he wasn't like Richard Pryor. He's just trying to make people laugh and make people happy. He doesn't take it that seriously. He's not meant to be an artist in the movie. Then when he gets sick, and he thinks about his life, he really wonders, you know, was it all worth it? I basically didn't attempt to have real relationships with people so that I could be this big movie star, and now I'm sick, and I'm all alone.

GROSS: There's another clip of a TV show within the movie, and, you know, Seth Rogen plays a young comic in the movie, and one of his roommates is played by Jason Schwartzman. And the Jason Schwartzman character gets the lead part in a TV series called "Yo Teach!" And this is supposed to be, like, the hip-hop version of "Head of the Class."

(Soundbite of laughter)

Mr. APATOW: It's "Dangerous Minds: The Sitcom."

(Soundbite of laughter)

GROSS: Yeah, perfect. So I want to play that.

(Soundbite of Internet video for film, "Funny People")

Mr. JASON SCHWARTZMAN (Actor): (As Mark Taylor Jackson) (As Teach) Who is your favorite rapper?

Mr. SANDLER: (As announcer) This fall on NBC, school is back in session. Mark Taylor Jackson is "Yo Teach!"

Mr. SCHWARTZMAN: (As Jackson) (As Teach) All right. Do you guys know who the greatest rapper of all time is? William Sh-sh-sh-shakespeare.

Mr. SCHWARTZMAN: (As Jackson) I play Teach. I teach at a school to a classroom of teenagers who society has kind of left behind, that society feels are unteachable and have been forgotten, but my character is young and passionate and really wants to lead these kids into a brighter, better future.

Unidentified Man #1 (Actor): (As character) What if I try and I find out I'm stupid?

Mr. SCHWARTZMAN: (As Jackson) (As Teach) Whoa. Who says you're stupid?

Unidentified Man #1: (As character) Everybody. My mom and my coach. Calvin says I'm stupid. Calvin's the stupidest kid in this room.

Unidentified Man #2 (Actor): (As Calvin) Yeah, call me stupid. Come on.

Unidentified Man #1: (As character) Calvin, you stupidest kid in this - look at you. You're wearing a sleeveless shirt and a winter hat.

Mr. SCHWARTZMAN: (As Jackson) (As Teach) Okay guys, guys, knock it off. You're all stupid if you don't help each other out and support one another.

GROSS: I love it.

(Soundbite of laughter)

GROSS: That's a fake ad for�

Mr. APATOW: That's a - yeah, a fake ad for a TV show in the movie. So that ad isn't actually in the movie. It's just part of our Web site. Clearly, we have way too much time on our hands to create all of these worlds. It's our Dungeons & Dragons, I guess.

GROSS: Did you have friends like the Jason Schwartzman character who became famous for really bad TV shows, but they wouldn't admit that it was bad? Or maybe they didn't even know it was bad?

Mr. APATOW: Yeah, we had one friend who got on a sitcom, and suddenly he would get a check every other week, I think, for about $40,000. And he was just a young guy - 21, 22 years old - and he would leave the checks around the house�

(Soundbite of laughter)

Mr. APATOW: �as a way of making fun of us. Like, oh, did I just leave that check there? I'm sorry. I have so many of them. I - they're hard to keep track of.

And that would happen sometimes in the world of comedy. There'd be a guy and he would have a good set in front of someone from NBC, and suddenly he would get a holding deal for $50,000 or $100,000, and suddenly this guy who was broke would have a big chunk of change. And rarely did their series work out, but for a short period of time, they were loaded.

GROSS: You had to write a lot of comedy routines for "Funny People," because all the characters in it are comics, and they're all doing their acts in clubs, you know, from Seth Rogen to Adam Sandler. So what was it like writing these comic routines for different characters, for different personalities, for people who are really different from you - and some of them like you?

Mr. APATOW: You know, that was the part I was most excited about. I was such a big fan of Adam's stand-up comedy. He hadn't done comedy in 10 years. So it was a great way to force him to do it again. What we did was we sat down and did these round tables with people like Patton Oswalt and Brian Posehn, and we would write jokes. And then Adam would go off and write jokes by himself and with his friend, Allen Covert, who works on his movies. And the main intention was to build an entire act. I didn't try to be specific and say, in this scene, I need this joke. We basically wrote an entire, new routine. By the end of it, Adam had a 50-minute set of jokes he could tell at any given time. And then we shot him doing his act in multiple locations, and then later I tried to decide which jokes to use in which part of the movie.

And the act is filthy. You know, we didn't want him, you know, to be a thoughtful comedian. We thought it was more important that he was in denial. He doesn't want to think about being sick. He wants to go on stage and tell all of these dirty jokes. So it was fun to come up with this filthy routine for him.

GROSS: So did it unleash the filthy part of you that you never really did on stage?

Mr. APATOW: I've got to say, I'm still not fantastic at writing a filthy joke. Seth can write filthy jokes all day long. He could write a 10-hour act about pleasuring himself�

(Soundbite of laughter)

Mr. APATOW: �and it probably would be amusing beginning to end. He was like: I thought of another bit today about trying to pleasure yourself to nothing, to just think of nothing and pleasure yourself. Can you do it? And he - every day, he would think of something. And I showed incredible restraint by only putting one of those jokes in the movie, because I had about 300 of them to choose from.

GROSS: Do I have this right that your mother worked in a comedy club when you were a teenager?

Mr. APATOW: When I was in junior high school my parents got divorced. And they owned a restaurant, and there was a bartender name Rick Messina(ph) there and after he left the restaurant, he opened up a few comedy clubs. And one was called the East End Comedy Club which was in Southampton, New York. And my mom moved to Southampton, and for one summer, she was the hostess at this comedy club. And suddenly I was 15 years old, and I was allowed to sit and watch the shows at a very adult comedy club every weekend. And it was just an incredibly exciting summer for me. I would get to chat with some of the comics. Jay Leno performed there that weekend, maybe it was 1982 or something, and that really made me want to do it. Suddenly it seemed possible. These comedians were real people. You could actually talk to them. And the man that owned the comedy clubs, Rick Messina, later gave me a job as a dishwasher at the Eastside Comedy Club and Eddie Murphy used to come in and Rosie O'Donnell.

And then I realized, why am I working as a dishwasher? I'm in the kitchen. I can't see the show. So I became a busboy. And Rick later on went to California and became a manager, and he manages Tim Allen and then became a very successful man, so we've had this relationship since I was about 10 years old.

GROSS: Judd Apatow will be back in the second half of the show. His film, "Funny People," comes out next week on DVD. I'm Terry Gross, and this is FRESH AIR.

(Soundbite of music)


This is FRESH AIR. I'm Terry back with Judd Apatow, the writer and director of "The 40 Year Old Virgin" and "Knocked Up," and the producer of "Superbad," "Pineapple Express," "Talladega Nights" and "Anchorman."

His latest film, "Funny People," comes out on DVD next week. It stars Adam Sandler as a successful comic who's just been diagnosed with a rare blood disease that is usually terminal. The film also stars Seth Rogen, Jason Schwartzman, Jonah Hill, Eric Bana, and Leslie Mann.

You know, so many of your movies are about that kind of tension between like juvenile sexist and sex-obsessed versions of manhood, of maleness, and the more adult version of what it means to be a man. I guess why - I'm really interested in why you're so interested in that divide?

Mr. APATOW: I really - I feel like everybody on Earth is very immature. As I get older, I'm 41 now, I'm realizing that adults are not smarter than young people, some might say they're dumber. I don't meet many 70-year-old that I think, what a wise person who could give me so much wisdom.

I think most people are a mess and they're either covering up the mess or they're openly a mess, and we're all struggling, and a 60-year-old man can be as immature as a 15-year-old boy. I'm sure there are exceptions. I doubt Walter Cronkite was that way...

(Soundbite of laughter)

Mr. APATOW: ...but most of us are that way, and I also think it's funny to expose it and talk about it. Now that my friends are all in their 40s, I really do think, man, we're just as dumb as ever. I actually think it's even funnier when people think that they are wise or they do have their act together. You know, the funniest thing in the world is someone who's self-assured. You know, who's more hilarious than Donald Rumsfeld or Dick Cheney? People who think they have all the answers, they're the people to be the most frightened of.

GROSS: So many of the characters in your films, including "40 Year Old Virgin" and "Knocked Up" and the new one, "Funny People," are so, you know, ambivalent about becoming really adult and about entering into a committed relationship or staying in a committed relationship. So where does that fear or ambivalence come from? Is it from observing other people or something you had to deal with yourself?

Mr. APATOW: You know, I'm not very ambivalent about it. I'm so happy to be married. I can't believe my wife is there every day. I'm just - I think that we're on a first date and she's going to climb out the window when we go to a restaurant.

(Soundbite of laughter)

Mr. APATOW: I feel like I've lucked out. On some level I feel like I've tricked her and she's married to me and I feel bad that she's not allowed to escape. So there's no ambivalence on my part. I'm really, really happy and have these incredible kids that I just - I don't even know how it happened.

Now, why I write about people who are unhappy is because I don't think there's anything funny in happiness. People who are really comfortable with their situation I just don't want to watch in a movie theater. I'd like to hang out at a barbecue with them, but there's no drama in things going well.

So people say, now, why is everybody so immature? Why do these people say these sexist things? Because it's funny to watch people evolve and learn from their mistakes, and it's funnier if they're horrible. It's funnier if the marriage is horrible. It's funnier if he's really immature. It's funnier if he's really sexist. It's funny if she's very angry, because people who are mature for the most part are kind of boring.

GROSS: Now, your wife, Leslie Mann, has been in all three of the films that you wrote and directed. She was a kind of, you know, wild and drunken woman who meets Steve Carell - is it at a bar?

Mr. APATOW: She actually meets him at a nightclub...

GROSS: Yeah. And...

Mr. APATOW: Nicky.

GROSS: And then they go off together and...

(Soundbite of laughter)

GROSS: ...she's drunk and driving really terribly, and that's a really funny scene.

Mr. APATOW: And then she vomits on his face.

GROSS: Yes. And then in "Knocked Up" she plays the wife in the married couple and it's her sister-in-law who gets pregnant through the Seth Rogen character. And then in the new movie, why don't you explain her role in the new movie.

Mr. APATOW: In the new movie, George Simmons is this famous comedian and when he gets sick he calls his old flame, Laura, and we're not really sure why they don't talk anymore or why she's so mad at him. But it comes out that when they dated about a dozen years earlier he cheated on her and he broke her heart.

So when he's sick, she visits him and she thinks he's going to die, so she tells him you were the love of my life and I love you more than I love my husband, who by the way also cheats on me and that she basically tried to find someone very different from George and found someone who was very similar. And part of the movie is about George thinking he can win her back when he gets better.

GROSS: So your wife's been in all three of the movies you wrote and directed and your children have been in two of them. They were the kids in "Knocked Up" and they're the kids...

(Soundbite of laughter)

GROSS: ...in the new movie, and they're two really gorgeous little girls. There's a great scene in "Funny People" in which the character who your wife plays asks...

Mr. APATOW: Laura.

GROSS: Yeah, Laura asks George, the Adam Sandler character, to watch a video of her daughter performing in a scene from a high school play, and she's singing "Memory" from "Cats." And it's just an amazing video. I assume it's a real video that your daughter made from a real school show?

Mr. APATOW: My daughter performs in these plays that are part of an after school program and she was going to sing "Memory" from "Cats." She refused to sing it in front of us, and she was 10 years old. We show up at the show not knowing if it's going to be great or terrible, and she starts singing and it's incredible, and incredible to the point where strangers are crying and crying hard.

It's like she's an old soul and I don't know where it comes from or what it's about, but it's really powerful. And at some point I thought, well, if Leslie's character showed this to Adam's character and he didn't care and he wasn't moved, it would say a lot about his ability to be an adult and to share the spotlight. And so that's one of the sequences in the movie.

GROSS: So how does your daughter feel about the video being in the movie?

Mr. APATOW: The fascinating thing is that my kids, who are 11 and six, they really couldn't care less about the movie. They're not allowed to see the movie because it's R-rated and they...

GROSS: Oh, of course. Of course.

Mr. APATOW: ...they have not seen "Knocked Up." So when they shoot these movies, it's just like a strange two week vacation where they see Seth and Adam a lot and there's a crew around and lots of candy on a craft service table. I try to get them excited about it, but they would rather watch the new 10-episode marathon of "SpongeBob Square Pants." So I guess that's healthy. You know, if other people call and say, you know, can your kid be in my movie, we say no.

GROSS: My guest is Judd Apatow. His latest film, "Funny People," stars Adam Sandler and Seth Rogen. It comes out on DVD next week.

More after a break. This is FRESH AIR.

(Soundbite of music)

GROSS: If you're just joining us, my guest is Judd Apatow and he wrote and directed "The 40 Year Old Virgin," "Knocked Up" and the new movie "Funny People."

You know, we were talking about what makes something funny and you were saying, you know, like happiness isn't funny and something needs to like go wrong or be imperfect. And we were talking about like filthy humor and everything.

There's a scene I've always wanted to ask you about ever since I saw "Knocked Up," and you know, at the end of the movie the woman who is pregnant out of wedlock with Seth Rogen and they are so - they're such different types that they kind of end up falling in love and, you know, she has the baby. And at the end we see her giving birth, and he's, you know, by her side the whole time.

And one of his really immature friends walks in in the middle of this birth sequence, because he hears her screaming in pain and he thinks maybe there's something I can do to help, and he walks in and he sees the baby crowning between her legs, and we see it too. And he is just - well, you can explain how he is because I'm not sure what to say about it. But he's just kind of like shaken by the experience of seeing this. And he goes out and he's kind of ashen, and the Jonah Hill character basically says to him, oh yeah, after seeing that you'll never be able to be sexually aroused again.

And so when I saw it in a movie theater, people acted like, oh yeah, that's the real gross-out moment, watching the baby come out. And I'm just wondering, like, what did you want...

(Soundbite of laughter)

GROSS: ...people to see when they saw that film - that part of the film?

Mr. APATOW: What always made me laugh when my wife was pregnant was there were always some guys who would say don't look when the baby comes out. Don't look because you'll never want to have sex again. And you know, I certainly looked and it didn't trouble me at all. But the type of person that can't handle it I think is really funny. And there were those people who, you know, their wives had babies and they had never read the baby books and they stayed in denial about it for most of the time. But I wanted to do the thing that you never see in a movie.

You know, there's been a lot of births in movies but you never see the baby come out. In fact, I was hoping that I could shoot a real birth with Seth there and pan from the baby coming out directly to Seth's face and get a real reaction to Seth seeing a birth. But then later, I found out that I couldn't do it because the baby would need a work permit and you cannot...

(Soundbite of laughter)

Mr. APATOW: ...get a work permit unless you have been born. So I had a Catch-22 there. But that is, you know, one of my favorite scenes, and Jay Baruchel is hilarious flipping out.

GROSS: I'm interested in your approach to casting, because you have this whole like stable of people, like a whole repertory cast you've develop from -basically from "Freaks and Geeks." There's like Seth Rogen and Jason Segel and...

Mr. APATOW: James Franco.

GROSS: James Franco. Yes. James Franco. And it's just kind of amazing that you started working with these people before they had worked anyplace else, before anybody knew who they were, and you've kept working with them. They've all become stars. Can you talk a little bit about like discovering people who you want to work with and then staying with them?

Mr. APATOW: When we were looking for the cast for "Freaks and Geeks," we knew that we would rewrite the script based on the actors we found. Paul had very specific ideas for each character. But it seemed more interesting to just find unique personalities and have Paul revise it to their traits. And so we fell in love with all these kids. And when the show was cancelled, I thought, well, I've just scratched the surface of what you can do with these people. So I used a lot of them in "Undeclared."

And now I've made movies with a bunch of them. And they're great people. They're really funny and talented. A lot of the ones that I haven't worked with from "Freaks and Geeks" and "Undeclared" I hope to work with in the future. I certainly feel a responsibility to work with them. A lot of them didn't go to college because they got a job on a show that was cancelled. So I want to keep all of them out of the penitentiary system. So we'll see what happens. Maybe I'll succeed.

GROSS: Now, I want to get back to "Funny People." In "Funny People," you know, Adam Sandler is this, like, 40-something comic who's been diagnosed with a terminal illness. He has an eight percent chance of recovering from it. And he hires the Seth Rogen character to be his joke writer but also his assistant. And one of the things he wants Seth Rogen to do is to talk him to sleep at night.

The Adam Sandler character, even though he doesn't like being around people, he doesn't really care much about what other people think, when the sun goes down and he's alone at home in bed, he gets those kind of like nighttime scares that so many people get. And he wants to be talked to sleep. Where does that come from?

Mr. APATOW: It comes from a few places. When I used to live with Adam, he found a chair on the street - we were both 21, 22 years old, and living in a crappy apartment - and he put this chair next to his bed. And at night he would say, hey, talk to me while I try to go to sleep. And we would recap our day and slowly Adam would fall asleep. And I realized, oh, he doesn't want to be alone right up until the moment he goes to sleep. Now, that's something he has since outgrown. But what I do nowadays is I will download on my iPod FRESH AIR, THIS AMERICAN LIFE, Deepak Chopra books. And every night, when it's time to go to sleep, I'll put something on and I'll listen to it because I don't want to hear the voices in my head and I'd rather hear you talking to Tobias Wolff or something.

And for some reason it makes me very happy. And I've slept much better since I realized that I could put the ear bud in one ear and then not in the other ear and put that ear on the pillow. Because it would hurt if I had the ear buds in both ears. Now, I have to pick a FRESH AIR that is a topic that I think will calm me down.

GROSS: As opposed to making you more nervous. Right, exactly.

Mr. APATOW: Yeah. If you're talking Iraq war, I can't go to sleep to that. But I can slowly, over the course of an hour, calm down to a combo show with, like, Bill Murray and Diane Keaton and it'll just kind of make me happy and I'll listen and then I'll drift off. And the next night I'll start from the point I fell asleep, and I'll listen to the end. This is the highest praise for you.

GROSS: Oh, you're kidding. You know, it absolutely is.

(Soundbite of laughter)

GROSS: It's great.

Mr. APATOW: It's just you and Pema Chodron are keeping me going.

GROSS: No, I read - and I hope you don't mind me bringing this up - but, that you used to get anxiety attacks.

Mr. APATOW: Yes.

GROSS: And what kind of thing would bring them on?

Mr. APATOW: Probably I wasn't resting and I was working too much. And I was in a phase of my life where I was experimenting with smoking pot. I wasn't smoking that much pot but I was a lightweight. And very quickly I started having anxiety attacks. And I remember I had a meeting with Lorne Michaels and a panic attack kicked in hard and I knew that I had to sit and talk to him for over an hour about a punch-up of a Chris Farley movie I was going to do. And all I thought of the entire meeting was, if I have to leave the table, I'll tell them I just had Pollo Loco and my stomach hurts.

(Soundbite of laughter)

Mr. APATOW: And I just thought that, okay, its okay. I got the Pollo Loco excuse. So you know, if I freak out - and my heart would race and I was sweating and I was completely melting down while pitching my fixes for this movie. And that happened several times. Until finally, I - one day I couldn't get on a plane in Chicago and I had to call my therapist and say, what's going on? And he explained what a panic attack was. I just thought I was going crazy.

And I flew a friend in to fly home with me. And over the course of a year, this is in the mid �90s, it went away. But it was pretty terrible, you know, when you get claustrophobic outside. It was just bad. But I feel like now it was just body saying, you've ignored me and now I'm going to put you on the floor. I'm going to make you rest. And so whenever I hear about people having those moments, like Mariah Carey or someone - I know exactly what that moment is.

It's just pushing yourself too far and there's a part of your body that says, okay, you're done, you're going to lay down now, and then you're going to pay attention to yourself and be healthy and if you don't, you're going to lay down even longer.

GROSS: One of the things that I find really interesting about this is that the first time you had a panic attack, you had been smoking marijuana. And you know, maybe it was related. I don't know. But like in �Pineapple Express,� one of the movies you produced, it's about two stoners who, you know, well, particularly the James Franco character, like he - nothing fazes him.

(Soundbite of laughter)

GROSS: He can like smoke 24 hours a day and nothing would faze him. Do you really admire that ability and wish you had it?

(Soundbite of laughter)

Mr. APATOW: I do(ph). I was always a panic attacker when I smoked pot, the few times I did it. I'm a terrible drinker.

GROSS: Mm-hmm.

Mr. APATOW: I'm basically not that fun a person generally. You do not - you know, at a party, if I'm having any fun at all, if I have even two drinks and I'm lightening up, Seth's like, hey, look at Judd, he's going crazy.

(Soundbite of laughter)

Mr. APATOW: So I'm not a proponent of any of that. Seth and I always argue about it. I think that what, you know, when we show those things, I'm basically showing that people who do it are idiots. You know, the people in �Pineapple Express� - a lot of people die, a lot of people get hurt. It doesn't really seem like a great life path. But Seth would disagree.

GROSS: Because your movies are so popular, do you ever wonder what affect they have on, like, the sensibility of teenagers who see them?

Mr. APATOW: I think that there's a lot of good that comes out of these movies. I don't know if it has a gigantic effect. But I was thinking about it the other day, when you watch shows like "The Colbert Report� or �The Daily Show,� they really make fun of homophobia. And so there's a whole wave in comedy that mocks people who are not tolerant. And it may feel like it's just jokes, but culturally over 10 or 20 years people who are prejudiced, they are the outcasts. And I think that there are little small cultural changes which have a larger effect.

My movies are very simple. They're just about, you know, don't be a jerk. That's basically the theme of all my movies - people trying to figure out how to live in the correct manner and all the obstacles to that, people trying to figure out how to love other people, even though they're neurotic and have fears. But the basic point is, you know, don't be a jerk, be a nice person. And that's a hard thing to do in this life. It is difficult to be the best version of yourself. And I think that if people watch all of these movies, you know, maybe it implants there, in the smallest way, in combination with all sorts of other things that are positive in the culture.

GROSS: Well, Judd Apatow, it's really been great to talk with you. Thank you so much.

Mr. APATOW: Well, it has been a pleasure being here and soon I will be listening to this while putting myself to sleep.

GROSS: Sweet dreams.

(Soundbite of laughter)

Mr. APATOW: Thank you.

GROSS: Judd Apatow's movie �Funny People,� starring Adam Sandler, Seth Rogen and Leslie Mann, comes out on DVD next week. You can find links to comic videos featuring the characters from the film on our Web site, freshair.npr.org, or you can also download podcasts of our show.

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