JUDD APATOW FOR GQ

The most powerful man in comedy has a problem. And it concerns a certain photogenic Labrador puppy. "My daughters can't see my movies... but they can see Marley be murdered?" Judd Apatow, Hollywood producer, director and "comedy Mafia" don is on stage cracking wise at downtown Los Angeles' Orpheum Theatre.

Despite sitting spitting distance from Skid Row, the theatre is an opulent, chandelier-laden location with an illustrious vaudeville past. Comedy legends have appeared on stage since the mid-Twenties, and tonight Adam Sandler, Seth Rogen and Sarah Silverman step out into the spotlight.

Apatow, a bearded 41-year-old Svengali, has staged his own one-night comedy festival to film footage for Funny People, a project he describes as "a very serious movie that is twice as funny as my other movies".

Apatow makes an effortless compere. He thanks everyone for coming out, introduces his actress wife, Leslie Mann, and quotes her most impassioned line from The 40 Year Old Virgin ("Let's get some fackin' French toast!"). He then tells an awkward anecdote about how his daughter has, in her burgeoning adolescence, started covering up her "boob buds", despite his own comfort at his "naked house". It's deeply personal and distinctively uncomfortable - it's also what Apatow does best.

Expectations for his new film are high. After all, although Apatow's name has appeared as a producer on some of the biggest comedies of the past decade (including Anchorman, Superbad and Pineapple Express), this is only his third film as a director. He may have brought in more than a billion pounds at the box office and worked with some of the biggest names in comedy (including eight of Forbes' ten most valuable comedians), but cinemagoers know that the films he directs himself are a cut above. The first two - 2005's The 40 Year Old Virgin and 2007's Knocked Up - were revelations.

Ribald comedies that actually made you care about the characters, their plot lines were plucked from Apatow's own life and included members of his family in key roles. The films packed cinemas, made stars of Steve Carell and Seth Rogen and established a winning formula on which Hollywood has tried to capitalise ever since.

Which is why it's all the more surprising that Funny People is a departure for Apatow as a director. The plot of the new film concerns George Simmons (played by Sandler), a hugely successful yet troubled comedian who befriends struggling comic Ira Wright (Rogen) shortly before Simmons discovers he has leukaemia. Shaken by the experience, Simmons then tries to reconnect with an old flame, Laura (played by Leslie Mann, previously seen as Katherine Heigl's disapproving sister in Knocked Up). Apatow's daughters, Iris and Maude, play Mann's children, as they did in the previous film.

Disease and comedy prove uneasy bedfellows, so the big question is: why now? Why not make another of what Jon Stewart memorably described as "funny movies where beautiful women fall in love with underachieving, average-looking Jews"? Why, when the world is so desperate for bromantic Apatow comedies that they've resorted to making fake ones (I Love You, Man; The Hangover; The Goods: Live Hard, Sell Hard), is the man in question making a serious film about a life-threatening disease?

Sitting in the bowels of the theatre between takes, Apatow explains that Funny People is just the next logical step. "I try to direct movies that are very personal to me. The three movies I've directed are all about different personal problems I have: the first is about my sexual problems; the second about my marital and family problems; and this one is about my own ego, terminal disease and death.

He laughs uproariously. "I guess it's cathartic." Cathartic may be understating what's going on here: a quick look at Apatow's life reveals that he has never made a more personal film than Funny People. The big question is: does anyone actually want to see a disease flick starring Adam Sandler?

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Judd Apatow has wanted to be a comedian since he was ten years old. Growing up in the comfortable middle-class district of Syosset, Long Island, Apatow was the second son of a property developer father and a comedy-club manager mother. His grandfather, Bob Shad, owned a record label and took him to his first stand-up shows. Back home, Apatow would often watch eight hours of TV a night, keep notepads of jokes and, before his parents bought a video player, record Saturday Night Live on audio cassette. Such was his devotion to Steve Martin that, on a family holiday when he was ten, he managed to persuade his parents to doorstep the comedian at his house. When Martin refused to sign an autograph, Apatow wrote him a letter in which he threatened to send his address to tour guides. Martin responded with an autographed copy of his surreal comic novel, Cruel Shoes, with the inscription: "To Judd - I'm sorry, I didn't realise I was talking to theJudd Apatow."

After his parents divorced in 1980, the 13-year-old Apatow went to live with his father during the week. He started listening to a lot of Loudon Wainwright III, a performer who can go from knockabout humour to heartbreak and back in one line. At weekends he'd see his mother, who ensured he met all the comics who performed at her club (everyone from John Candy to Weird Al Yankovic) and, when Apatow became station manager at Syosset High School's radio station, helped arrange his interviews. He spoke to his heroes, Garry Shandling and Harold Ramis, years before he'd work with them, as well as up-and-coming comics Jerry Seinfeld and Jay Leno. Most of Apatow's interviews were never intended for broadcast; instead, they allowed Apatow to learn his craft. Aged 17, he made his debut on stage as a stand-up.

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In 1985, Apatow moved to LA, enrolling in film school at the University of Southern California. In quick succession he met three comedians who would be significant in his career - Adam Sandler and Jim Carrey at the Improv, and Ben Stiller waiting in a queue for an Elvis Costello concert in 1990. Apatow dropped out of USC and started sharing an apartment with Sandler in the San Fernando Valley.

Three events determined Apatow's career path. The first two involved Garry Shandling, the comic behind the hugely influential The Larry Sanders Show. In 1991, Shandling was hosting the Grammys and asked Apatow to submit jokes for the ceremony. Apatow stayed up all night and wrote more than 100. Shandling took a handful and invited Apatow to the awards in New York. "That was the best moment of my entire career. I don't think I've had a better moment since," he says. "Next thing I know I'm meeting Bruce Springsteen, we're watching Billy Idol rehearse, there is a pretty girl behind a scrim making sexy shadow moves - it was a whole world opening up to me."

Secondly, Shandling brought Apatow on to his staff at The Larry Sanders Show. "I think I had more fun than anyone else on that set," says Apatow. Shandling's realistic, tough-yet-tender approach is clearly evident in Apatow's work, and the veteran comic is a big Apatow fan. "One of the beautiful things about Judd's movies is the perfect blend of heart and jokes that you'd never thought you'd see on screen," explains Shandling. "What seems to be evolving is a really unpredictable mix of one moment being uncomfortable, the next hilarious - it's like real life."

The final event that determined Apatow's future saw the comedian travelling to Phoenix for HBO's Young Comedians Special in 1992. Appearing alongside the likes of Ray Romano and Janeane Garofalo confirmed that he couldn't cut it as a stand-up. "I knew I was not in the same ballpark," says Apatow with a faint shake of his head. "I was never angry enough to be a comedian. You have to have a lot on your mind, and it's hard to do it without a real drive to complain. I was enough of a fan of comedy to know I would not be a fan of myself." Instead, Apatow would draw on his experiences to eventually direct, produce and write for the biggest names in world comedy.

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The day after the Orpheum show, I make the short journey out to the Sony Pictures lot in Culver City in West LA. There are vast portraits ofSpider-Man and Hancock on either side of the gates, but Apatow is making a very different sort of movie inside. I negotiate security and am led past the huge, hangar-like sound stages - from one of them you can hear the distinctive, rough-hewn rumble of Seth Rogen's laughter.

I arrive at Judd's 40ft "Star Wagon", a huge, giant fridge-like trailer one suspects he doesn't spend much time in (after all, he lives out in West Hollywood). There are few personal touches inside - a copy of the New Yorker (he's a fan of David Denby's writing), an exercise machine (he tends to comfort eat) and a large poster of his other big summer movie, Year One, featuring Jack Black and Michael Cera in loincloths. "There's nothing funnier than those two guys," says Apatow as he settles on to the banquette.

He's in his customary uniform: Penguin polo shirt, jeans and trainers. He is decidedly unshowy; you can see why some of the most important people in his life - his mentors (Garry Shandling, Harold Ramis), his wife (Leslie Mann) and his protégé (Seth Rogen) - don't remember meeting him for the first time. He's certainly not the amiable schlub he's often mistaken for: instead he's quick-witted, astute and, on occasion, decidedly highbrow (we have a long conversation about the merits of Bob Fosse's All That Jazz, "the cockiest expression ever filmed"). He's also one of life's enthusiasts - he's particularly excited to see that there are some high-profile musical rehearsals going on at the Sony lot today. Apatow suggests we incorporate them into the piece. "You and me sneaking into Fleetwood Mac...that would give you an angle..."

We chat about the previous night's stand-up. Apatow is adamant that the performances should be shot documentary-style. "If Adam didn't get a laugh on a joke, I still might use it, because it's interesting to see a joke bomb." Interestingly, the only problems arose when Apatow interspersed real comedians with his actors. "For a moment we were going to slip one of Sarah Silverman's jokes into the movie to make it feel like the real stand-up world - but she was so funny that she made everyone look like a fake comic. She outclassed everybody with one joke."

Silverman isn't the only real comic on board. Although he didn't perform at the Orpheum, Russell Brand, fresh from appearing in Apatow's Forgetting Sarah Marshall and set to reprise his role in next summer's Get Him To The Greek, was featured in one of the smaller shows. He's witnessed first-hand the legendary "Apatow Mind Trick", where you're persuaded to do something against your will. "They were filming a show at the Improv and I was in town but had been working all day," says Brand. "Judd said: 'Russell, why don't you just go on and do 20 minutes for the DVD? I explained to him: 'I take stand-up comedy very seriously. It is the great love of my life, it nearly destroyed me, then saved me. It is my salvation, my distraction, my love.' Judd just said: 'Yeah, get up there.'"

This insistence upon using real stand-ups and genuine crowd reaction is typical of a man who continually tries to be truthful in his work. To prepare his wife for her role as drunk Nicky in The 40 Year Old Virgin, Apatow persuaded her to be videoed by Seth Rogen on a night out drinking ("I was just hoping we didn't make out," said Rogen). RZA, the hip-hop producer who appears in Funny People, feels that Virgin's success was partly down to how uncomfortably realistic it is. "The scene where he has to go to the clinic with his stepdaughter was so real and so good. For me as a parent it gave me ideas about how to discuss something like that." Equally close to the bone was the scene in which they waxed Steve Carell's chest without any special effects. Apatow wanted to prevent it from becoming a clichéd romantic comedy moment, because "if it's fake you're just doing [Will Smith's] Hitch". It is Sarah Silverman's favourite Apatow scene. "Tears were streaming down my face from laughing, because you know it is straight-up real," she says. "He didn't go in all close up and cut from a million takes. It just plays out and, though it's a broad comedy scene, each actor plays it just how it would go for real. I like that."

If Virgin was personal, then Knocked Up took Apatow's quest for realism one step further. Not only are Apatow's wife and children in it, there are also events that have happened in their lives and arguments they have had. "Was Knocked Up like couples therapy? Absolutely," says the film's star Paul Rudd. "Before the script was even written, Judd and I would talk about issues in our own marriages. He asked me and my wife to keep a list of things that annoyed us about each other. My wife still keeps the list - she's still adding to it even though it's out on DVD."

Elements from Apatow's own life which appear on screen include Leslie Mann arguing with her husband about searching for sex offenders online and kicking Apatow out of the car on the way to the prenatal clinic. I ask Mann whether she ever feels that Apatow patronises her by including her insecurities on screen. "No, I don't feel he's mocking me - I often find it funnier than he does," she says. "It's usually me who says, 'That's a great idea for a movie.'" Apatow insists he'll keep putting his family on screen. "I had this idea that it would be funny to always have my kids play Leslie's kids. If it's a few years between movies, each time they'll be different people."

For admirers of Apatow, such as John C Reilly, star of Walk Hard and Talladega Nights, the truth in Knocked Up is the key to understanding its creator. "Judd is a real provocateur in the best sense of the word. On Knocked Up he went to town - he asked, 'What's the truth about our most pathetic selves? By us, Judd means himself. There are parts of his films that come right out of his life... being someone who is extremely, stringently private, I marvel at it." Paul Feig, who worked with Apatow on the TV series Freaks And Geeks, agrees: "Knocked Up is told more from a man's perspective. It's a very personal story for him. Your truest take is from your own point of view."

Part of the problem with revealing yourself so openly is that you leave yourself open to criticism. Critics of Knocked Up seized on a quote by its female lead Katherine Heigl, who described it to Vanity Fair as "a little sexist", saying, "It paints the women as shrews, as humourless and uptight, and it paints the men as lovable, goofy, fun-loving guys." Apatow is pragmatic. "I didn't find it to be the most polite way to voice an opinion. She had probably done 100 interviews and expressed herself in a way that wasn't very clear." He warms to his theme, explaining what Heigl had missed. "The point of a movie like that is men are sexist. I'm trying to make it sexist. We tried to make him as awful as possible. The fun of the movie is watching a guy learning to appreciate women and respect a different kind of lifestyle."

Nor will Apatow be talked down to about the baser elements of his work. "All comedy is about bad behaviour and immaturity. Go watch any comedy from the past 75 years - go watch Harpo Marx try to grab some girl's boobs. The only thing that's funny in comedy is bad behaviour. A normal, polite person is a bore. A person saying the worst things ever is the person whom you find hysterical." He feels that, unfortunately, Knocked Up was placed in a genre of film for which it wasn't suited. "I wasn't even trying to make a romantic comedy! I wanted a movie to show conflict and how people relate to each other sometimes. Most relationships are not a Sandra Bullock movie. People motherf each other, throw things and go crazy, even with the people they adore. It's hard to spend your whole life with the same person. And I thought, 'I'd never see that on screen.'"

What's clear is that a lot of Apatow's own childhood sentiment is contained in Funny People. Ira Wright's hero worship of the elder comic Simmons is similar to Apatow's own teenage admiration for veteran comedians, and Wright's role as a writer for a more successful performer is one with which Apatow is very familiar. The director also explains that, "George Simmons is what me or Adam could have become if we'd never got married and become sane."

It's a love letter to stand-up that contains a Dear John: a chance for Apatow to live out his teenage dreams live on stage, before admitting he's finished with stand-up forever. As well as including deeply personal material from his own life, Apatow encouraged his cast to contribute their own stories through improvisation. One particular exchange addresses the audience's surprise at seeing Rogen as a trim leading man.

Apatow explains: "Jonah Hill's character says to Ira in the movie, 'The problem is you lost too much weight - you look weird skinny. Nobody wants to see a physically fit comedian. Who wants to see Lance Armstrong do comedy?' All Seth can say is, 'He was really funny in Dodgeball.'"

Eric Bana, who plays Leslie Mann's husband, elaborates: "If you've got a stand-up background, you're used to writing your own material, so I think it's a natural instinct. He'll take a riff to a whole other level and just keep adding and adding - he won't let up until every line and angle has been exhausted." Apatow's skill comes in his ability to extract the funniest moments from the reels of footage. Aziz Ansari, who plays high-energy, brainless stand-up Randy in the film, only had a single line in the original script but has greatly increased his role. "Judd is so cool at letting people bring in their own ideas, but he's good at whittling it down to the best stuff. If I improvise ten things, he'll say, 'Do these four.' He's a good filter." This collaborative process only works because of the calibre of people Apatow attracts.

Harold Ramis, who worked with Apatow on this summer's Year One, says, "Judd collects comedy people. Anyone in comedy coming to LA will make a pilgrimage to his office. It feels like a factory over there."

Most of Apatow's collaborators were not surprised that the director wanted to try something more sophisticated and a little darker. "I was expecting it," says Paul Rudd. "In the future, I see Judd making very dramatic films, but they'll always have good jokes in them." Danny McBride, chief scene-stealer in Pineapple Express, adds, "I like the tone Judd is going for - comedy, but with a real emotional heart. And that's the comedy I like the best - where the characters are not just cartoons. They actually could be real people." Leslie Mann feels that this film is searching for something more meaningful. "It's more honest than a lot of movies out there. Comedies are usually just goofy and don't go very deep. This is taking it a little deeper, which makes it funnier." She compares it to the work of James L Brooks, a film-maker whose Terms Of Endearment Apatow has cited as the perfect combination of hilarity and heartbreak. As Mann explains, in both Brooks' and Apatow's eyes, "The darker you go, the funnier it gets."

Apatow's relationship with his wife is particularly intriguing. He'll joke about it: "I like directing Leslie because it's the only time I have complete control over her. I wish we were always making a movie. We need to do a Tropic Thunder - like situation in the house." One of the primary things that attracts him to his wife's performances is her ability to play it straight. "She's a very serious, raw actress, yet at the same time she's riotously funny. She doesn't see herself as a comedian." Part of Apatow's reason for casting her must be her ability to interact realistically with the assorted versions of him on screen. "Adam and Leslie have known each other 12 years, so if they play old flames they have actual chemistry to tap into - they don't meet on the first day of shooting."

Funny People is also, in part, a tribute to Adam Sandler himself. Since the pair lived together, Apatow has worked with Sandler on numerous occasions, including punching up the scripts for bothHappy Gilmore and The Wedding Singer, and writing their hitman-turned-hairdresser comedy, You Don't Mess With The Zohan. Although Apatow is keen to point out that Sandler isn't playing himself, Funny People includes clips of the star's early stand-up and talk-show appearances, together with amateur footage of him making prank calls when the pair lived together. Apatow is attempting to interact with the audience's perception of Sandler himself. "When someone's been around for 20 years, you've enjoyed them for so long you have a built-in relationship. It's the vicarious thrill of what it would be like to be Adam's friend. When you find out he's sick, it's painful to watch."

Part of this need to celebrate Sandler comes from the fact that, in Apatow's eyes at least, critics fail to appreciate him. "I don't think critics are ever fans of hard comedy for the most part. You won't look back in time and see great reviews of Caddyshack or any Martin Lawrence movies. It's an enormous compliment to be that funny for so many years like Adam's been. It's an art that's difficult for some people to truly comprehend. There's nothing harder. We were talking on the set the other day about comedies never getting nominated for awards. Seth said, 'Yes, because you've got to be so talented to make the Holocaust seem sad.'"

A polite knock on the trailer door: Apatow is needed back on set. He smiles and slips on a hoodie as we step out into the late afternoon sunshine, passing a people carrier with Jonah Hill, who gives Judd a manic wave. At any moment you half expect him to start swearing and miming fellatio, but maybe that's because I've seen Knocked Up too many times. As we enter Stage 14, Apatow is keen to make absolutely sure I don't get the wrong idea about the film he's making. "It is just as funny, but it's more serious-minded. It's easy to be more realistic and funny when people are playing comedians... because comedians make jokes in the worst situations." 

There is a huge team at work on set, including Polish cinematographer Janusz Kaminski, known for his Oscar-winning work on Saving Private Ryan and Schindler's List. Apatow and I greet a cheery Seth Rogen and Apatow explains I'm writing an article on him. Rogen cracks up, breaking into his trademark gravelly snigger. "Don't worry Judd, one day you'll be on the cover like me."

The scene begins and Rogen's character is being filmed making a covert mobile-phone call to his two roommates (played by Jonah Hill and Jason Schwartzman). They run it through three times - the insults fly thick and fast between Rogen and Hill and, apropos of nothing, every time they reset the scene, the pop-cultural references change. Apatow, watching from behind a monitor, yells out alternative lines, advice and, occasionally, more creative profanities. Afterwards, Rogen sits and relaxes. "That was easy: not having to 'act' at all - just letting Judd tell me what to do."

After he's finished his scene, I speak to Rogen. He's clearly one of Apatow's greatest allies, although their relationship is not exactly father and son. Instead, Rogen has been known to describe Apatow as like his "creepy uncle". Rogen judges their films' appeal on whether his friends would like to see them. Easy to call on a stoner-comedy about a process server, but on a film where the lead character suffers a disease-related breakdown? "I think they will like it, to be honest," says Rogen. "It is about something less sexual in its nature, but it's not like we're doing a different type of joke all of a sudden. All these are exactly the movies we want to make. We don't compromise them in any way. It's still us doing the movie, but it is about something slightly more serious. That being said, it is still really funny." He pauses, then gives one of his guttural chuckles. "And as long as a comedy is funny, that's all people can ask for." 

Originally published in British GQ. Read the original feature here.