For longtime Judd Apatow fans, the writer-producer-director’s ascendency to the top of Hollywood’s comedic food chain comes as sweet justice for years spent making beloved shows and movies that never found more than a cult following. After starting a career in stand-up, Apatow became an eager protégé to Garry Shandling, for whom he’d eventually work as writer and consulting producer on HBO’s influential The Larry Sanders Show. But his efforts to strike out on his own were mostly noble failures, including The Ben Stiller Show, an often ingenious attempt to bring sketch comedy to prime time, and his re-write of the script for Stiller’s The Cable Guy, a dark, eccentric Jim Carrey vehicle that alienated the Ace Ventura crowd. Apatow displayed an impressive ability for writing episodic television, too, with two shows that struggled at the time, but proved fertile ground for stars of tomorrow: Freaks And Geeks, where he worked with creator Paul Feig and future stars like Jason Segel, Seth Rogen, James Franco, Martin Starr, and Busy Philipps, and Undeclared, a campus comedy he created that had the extreme misfortune of airing on FOX shortly after 9/11. Both lasted only one season.

But Apatow’s fortunes turned around when his directorial debut, The 40 Year-Old Virgin, written with star Steve Carell, was the sleeper hit of summer 2005, dominating the box office during the wind-down month of August. Since then, Apatow has directed three more comedies—2007’s Knocked Up, 2009’s Funny People, and his new film, This Is 40—and written and/or produced a Wikipedia chart full of other projects in TV and film, including Talladega Nights, Superbad, Forgetting Sarah Marshall, Bridesmaids, The Five-Year Engagement, and Lena Dunham’s HBO show, Girls.


With This Is 40, Apatow brings back Paul Rudd and his own real-life wife, Leslie Mann, as Pete and Debbie, a couple from Knocked Up, and recasts his real-life daughters Maude and Iris, too, for a midlife-crisis comedy full of funny and often excruciatingly personal details. As Pete and Debbie reach middle age, they take stock of their professional and married lives and find a lot of things wanting: Paul’s record label is failing, and his father (Albert Brooks) keeps borrowing money; an employee at Debbie’s boutique store is siphoning money from the register; and the stresses of family life are sowing animosity and draining much of the romantic passion from their marriage. Apatow recently spoke to The A.V. Club about playing these crises for laughs, the challenges of making movies with his family, and the state of the Apatow name.

The A.V. Club: Your previous three films set their main characters on clear journeys: Steve Carell to lose his virginity; Seth Rogen and Katherine Heigl to get through an unintended pregnancy; Adam Sandler to follow cancer wherever it led. This Is 40 doesn’t necessarily have that. The title itself is existential. How did that affect the writing process and the way this thing gelled?

Judd Apatow: It was a scary writing process, because life doesn’t move like the movies. So if you’re trying to capture everyday life, you have to figure out a structure. And I didn’t want to wrap things up too neatly. I didn’t want it to be too sentimental. I wanted to go as deep as I could without some clear goal. There’s no pot of gold they’re searching for. And that’s scarier, but I like those types of movies. So in addition to all the movies I usually watch from my heroes, I also watched [Ingmar Bergman’s] Scenes From A Marriage and [John Cassavetes’] Husbands and movies like those. My intention was to make an incredibly entertaining movie that talked about complex issues, that was ultimately satisfying in some way. And with independent movies, sometimes the whole point of them is that they’re not satisfying, or they’re not that entertaining. They’re just trying to cut you open and make you feel something. I thought, “But can’t it also be funny?” You know, sometimes I watch those movies and I think, “I’d like Husbands if it had some more jokes. I’d still think it was awesome.” [Laughs.] So that was my intention, because being 40 is just a state of mind. There are people who don’t notice that they’re 40 at all, and other people who have nervous breakdowns. And it’s not so much about that specific age; it’s about a time in the middle of your life where you take stock of how you’re doing, and you try to figure out how you could do it better. And some people really obsess on making things better, and usually that leads to everything falling apart, and I thought that type of meltdown would also be amusing to watch.


AVC: The film is much more raw than Hollywood movies tend to be. Did you start with this inventory of material and then figure out how to shape it?

JA: I always have a sense of different sections of the movie. I know I need a hunk where I just set things up. Then I need to set up some problems, and then decide how they’re going to deal with them and come up with some sort of resolution. So I’ll split the movie into like four to six pieces, and then I’ll have hundreds of scene ideas and I just start shuffling them in and out until some sort of story reveals itself. I knew where I wanted to go, and it’s about what is probably just an old Buddhist idea, which is the more you want things, the more pain you have. [Laughs.] It’s very hard to let go of wanting, even if it’s wanting to be happy, or wanting order, wanting to have a perfect marriage, wanting your kids to have no pain. All of these desires make you crazy, and I find that how you get crazy is endlessly amusing. But I, like everybody else, make those mistakes every second of every day. So when I shot, I had a grid of scenes, and it was color-coded because some scenes I knew could go in different sections of the movie. So I had it organized according to clothes. “Oh, Pete’s wearing a T-shirt at night, so that scene could go anywhere in the movie, because he wears a T-shirt at night. He could change his clothes when he gets back from work.” So what was weird about making the movie was I knew there were like 50 different shuffles of scene orders that could work, and I was trying to get dialogue shot so I could make those decisions in editing. Ultimately, I actually didn’t shuffle almost at all. [Laughs.] But I knew I needed a scene where you would see that the mystery was gone in their relationship, so [Debbie] walks in and Paul’s looking at his butt trying to figure out if there’s a worm, a tear, or a hemorrhoid. But I didn’t know where I would need to point out that this is part of Debbie’s frustration in her life, that some of the magic disappears. It takes more work to be romantic after 15 years. So it was a moveable piece. It was strange in that way when we made the movie, but I like working that way. I like getting extra dialogue in a scene, because if he says this one line, maybe I don’t need the next 15 minutes. There’s a lot of that happening.

AVC: Is there a terror going into the actual production and having something that incomplete or not fully worked out?


JA: Yes! Well, I know the structure, and the structure works well. I’ve table-read it. I’ve rehearsed it. But I’m just open to more happening. And I always have scenes that don’t fit the movie, but I want to shoot them anyway. And maybe all it does is inform their personalities and help me figure out who they are. So we waste a half a day shooting a scene where Maude is asking Paul Rudd what every drug does. And it was a hilarious, sweet scene where she was scared about her friends experimenting with drugs, and she says, “Dad, what’s heroin? What’s meth? What does cocaine make you feel?” And it was a really strong scene that didn’t fit in the story, and ultimately the movie was too long to have it as a little left turn. But on some level it helps us understand the dynamics in the house.

AVC: Has your way of doing things changed since the first film? Have you refined this process at all over time?

JA: It’s different movie to movie. When a movie like this has an unstructured feeling, it allows you to show moments in their life that don’t seem to be serving the plot. Usually it is, but in a way that you don’t understand at the time—it’s actually setting up a character issue for later. And I like working that way, where there’s some sense of documentary to the film. The best compliment I ever got was somebody who was reviewing Freaks And Geeks said, “It felt so real that it made me feel like I wasn’t supposed to be watching it.” [Laughs.]


AVC: When material gets this personal, does it create its own kind of crisis? What sort of conversations did you need to have with your family over a script like this?

JA: It isn’t a crisis, because the entire movie is a collaboration. As soon as I think of the idea, I talk to Leslie about it and see what she thinks about it, because we’re not making the movie unless she is excited about the endeavor. And then I have to do the same thing with the kids, because they don’t have to be in the movie. If they say, “I’d rather go to camp,” then they’re not in the movie. And how it’s written is in collaboration with everybody. I’ll tell Leslie a hunk of the story, and then she’ll say, “You know what you should talk about? You should talk about how it feels when you’ve been married a long time, and you want your husband to be interested in you.” And she’ll pitch the scene. So a lot of the scenes come from her trying to help me get to what’s honest, and she’s also hilarious and a lot of the great comedic moments come from her ideas for scenes. And that helps us balance Pete and Debbie, because I don’t want you to feel like, “Pete’s right!” I want you to feel like, “Oh this is human”—that they’re both interesting people and they clash, but that’s because of their histories and their approaches to life, and no one’s right and no one’s wrong.

So the only crisis when we make a movie is we have to get along while we make the movie, because it’s so much work that there is a feeling like, “If there’s anything to fight about, we’re going to do it two weeks after we wrap. We have to figure this out.” And then we do have a fight afterward, because it was really fun making the movie. Some of the work is really hard, and it’s painful to go into the emotional areas, but we felt excited about what we were trying to communicate. And we know so many people that have all of these issues. Some of it comes from our life, but most of it is observed or made up based on what we were feeling about it. When you’re in your 20s, you feel like you’re supposed to experiment and go crazy, be with a lot of people of the opposite sex and party. This is the period where you do that. And then in your 30s, you have to figure out what the job is going to be, and get married, and maybe have children, and so there’s some pressure to get a life in your 30s. And then in your 40s you just have that life, and you’re trying to make it work. But your life is going to be that life. There are people who start over, and that’s what Albert Brooks’ character and John Lithgow’s character do. They have the second family. But their second family is probably still pretty close to the first. Their life doesn’t change. They’re not going to move to Rome and make shoes. And then it’s just about, “How can I make it function well, so that we’re all happy?”


AVC: It can be tough to reconcile with middle age, even if the life you have is a happy one and the one that you wanted. Just the thought that’s it’s going to be the one that you’re going to have is tough.

JA: The movie is an existential crisis. Everything I do is an existential crisis. There’s nobody who doesn’t think, “Okay, this is how it went down. I’m not going to get another run at this,” unless you’re really a hardcore Buddhist and you think you’re going to get hundreds of more runs at this life. You think, “This is it.” And even if you enjoy your job, there is a part of you that mourns for the fact that you’re never going to be a professional baseball player or Gordon Gekko. So I think everyone has a sadness about that, even when they’re really happy.

AVC: You’ve directed four films, but your name has been associated with many others, some of which you’ve had a hand in writing, some of which you just produced. Do you feel like you’re being held responsible for more than you should be? And are you conscious of where your name stands as—and I hate to use this word—a “brand,” apart from being a writer-director?


JA: I’m a fan of comedy, and I like to help people achieve their visions. Sometimes all I do is sell their movie, and I don’t do almost anything. But the fact that I’m the producer protects them, and it allows them to do their work without too much interference, which is very important. Other times, people need a lot of help, and I work more on their movies than I do on my own. Every situation is completely different. So in some situations, I get way too much credit, and in others, no one knows how deeply I was involved. It does feel weird, and there are times where I think, “The director should be getting a lot more attention, but for some reason they keep talking about this like it’s a Judd Apatow film.” So sometimes I just try to fade off, and not do any press, and get out of the way as much as possible. All I’m doing is trying to create opportunities for people I like whose movies I want to see. So when I see Lena Dunham’s Tiny Furniture, I just think, “I want her to be able to do more stuff, and I like that she made a movie and didn’t get screwed up by anybody. So is there a way for me to help her out a little bit, but also help her navigate a really complicated media world to do something that remains pure?”

AVC: And you know your way around episodic television, as well. You co-wrote “The Return” from the first season of Girls. How did you get involved on that particular episode?

JA: If I remember correctly, I may have just said, “You should do an episode where we see what [Dunham’s character’s] hometown is like, and what she’s like when she’s around her high school friends. How does she behave when she’s with her parents in her childhood home?” Writing with Lena is very easy. You just sit, and you talk about it in person, on the phone for a few months, and you discuss every detail. And it’s just one long conversation, and she’s one of the fastest writers I’ve ever seen. The process is not painful for her. She likes to go home and write. So just to be around her replenishes you, because she doesn’t have the neurotic part that makes you suffer as if every word is just going to confirm that you have no talent. She just creates. And it’s been really fun. We wrote a finale for the second season together, and it’s fun to watch her learning curve in the medium, because she’s really taking advantage of it. The second season is very ambitious creatively. She had a lot of fantastic ideas for it. It runs in January.


AVC: Let’s talk about Albert Brooks. What led you to cast him in this movie?

JA: I met Albert in the early ’90s. I had dinner with him and Garry Shandling. I couldn’t have been more excited. I ran home after the dinner and wrote down everything he said in my journal. He was so hilarious—a lot of jokes about the Menendez trial, which was happening. That’s how long ago it was. And so I always wanted to work with him. Usually I think, “How is it possible? Am I ever going to have an idea that fits these people that I look up to?” You have to have a character that works for them. You can’t just like them and force it to happen. And when I started thinking about this movie, it occurred to me that he was the perfect person to play Paul Rudd’s father. So I wrote the movie for him, in his voice. I sat in my office doing an impression of him for a year, and then I took him out to lunch and told him the story, and then handed him the script and he liked it. So I got very lucky. And then he’s an amazing collaborator. He rehearsed and played with us, and helped us enhance the material. The night before every scene he would email me ideas for jokes, most of which topped my jokes, just as you wish that he would. And it was very exciting. I get scared to work with people I look up to, because the script has to be as good as them. And I never feel like my scripts are as good as them. So it’s a bit of a leap to ask them to jump into our world.

AVC: Where would you put him in the pantheon of comedians?

JA: It’s funny when you think about your influences, but Modern Romance had a huge effect on me. He plays a really unique character that isn’t super concerned about whether or not you like him. The style of dialogue was unprecedented. The scene with him and Bruno Kirby is one of my favorites ever; it’s like an eight-minute phone call with almost no cuts. All of those things get implanted in you somewhere. “Oh, that’s possible. Oh, people could talk like that.” And it felt familiar to me. And then Lost In America is one of my favorite movies of all time. It’s a fantastic couple-in-meltdown movie, which is what we just did.


AVC: Those two films in particular seemed like they had an imprint on this one.

JA: There’s a comedic style to those scenes that… I think everyone in my generation appreciates the scene [in Lost In America] where he’s trying to pitch Garry Marshall on having the casino give him his money back.

AVC: “The Desert Inn…”

JA: “… has heart.” It’s inspiring, but I couldn’t place exactly how it leads to what we do. I know when we did The Ben Stiller Show, we talked constantly about his short films from Saturday Night Live. He had this great short where the entire short film was him in bed saying he couldn’t make the film this week because he was sick. And then the pizza guy comes and delivers a pizza, and I had never seen anything like that before. And those fake promos for the fall season on NBC. One was News Of The World, and it was, “The age of consent has been lowered.” And it was a very old man on a date with a very small little girl. [Laughs.] Those were some of the funniest sketches ever made. I mean he’s influenced thousands, and that’s not even talking about his stand-up comedy. When I used to work at The Improv, you would always hear a rumor, “Albert’s going to come in and do stand-up.” And we would all sit around waiting for him, and he never came in.