This is an excerpt from the new book From Hollywood with Love: The Rise and Fall (and Rise Again) of the Romantic Comedy, out February 1st.
The year was 2002, and Judd Apatow had just endured his second crushing cancellation in the span of just two years. First had been Freaks and Geeks—a deeply personal, ahead-of-its-time dramedy about the awkward years of a group of teenagers in suburban Detroit, which Apatow had executive-produced. Reviews had been rapturous but ratings hadn’t, and NBC killed it before the first season had even finished airing. The experience was so painful to Apatow that he subsequently blamed it for a herniated disc that kept him laid up on painkillers for six months.
What saved him was the chance to make another series, titled Undeclared, which Apatow created. Though it aired on Fox this time, it could hardly have been a more obvious successor to Freaks and Geeks, chronicling the misadventures of a group of awkward college students navigating their freshman year. Apatow even brought along several Freaks and Geeks alums: Seth Rogen, Jason Segel, and Busy Philipps. (“One of the reasons I keep working with them is I feel such responsibility—some of them turned down college to be on my show!” Apatow says.)
Reviews for Undeclared were nearly as good as for Freaks and Geeks, yet ratings were just as underwhelming, and Fox killed it just months after it premiered. In a bizarre twist of fate, it was cancelled by the same executive who had cancelled Freaks and Geeks, who had switched networks in the interim. This time, Judd Apatow sent the executive a framed positive review of Undeclared. He also attached a note: “I don’t understand how you can fuck me in the ass when your dick is still in me from last time.”
Apatow had been kicking around Hollywood as a writer and comedian for more than a decade, but 2002 was a uniquely dispiriting time. Two very personal passion projects—the kind of stories to which he related, and felt uniquely well-suited to tell—had been ripped out of his hands before his intended audience had really had the chance to find them. By his own admission, he never got over it. Two years later, as he prepped his directorial debut, The 40-Year-Old Virgin—a time when most filmmakers would be looking forward, not backward—Apatow privately imagined the movie as the next beat in the story he had wanted to tell all along. “I thought of it as Freaks and Geeks 20 years later if one of them never had sex,” he says. “That was my secret thought as I made the movie.”
The 40-Year-Old Virgin can be traced back to Adam McKay’s Anchorman: The Legend of Ron Burgundy, on which Judd Apatow was a producer. That movie was loaded with comedy stars who would get even bigger in the years to come, but Steve Carell—then best known as a regular correspondent on The Daily Show with Jon Stewart—stole scene after scene as the lovable idiot Brick Tamland. Apatow, the modern filmmaker most adept at spotting and nurturing talent, approached Carell with a standing offer: If you have an idea for something you’d like to star in, let’s make it happen.
As it turned out, Carell did have a character in mind—an idea he’d originally come up with for a sketch as part of the improv collective Second City, but had never really had time to explore. “It was about a guy playing poker with his friends and they were all telling really dirty sex stories and slowly you realize that he’s a virgin and his stories make no sense,” said Carell. It is not hard to imagine what this character might look like in a comedy sketch: an awkward, sniveling, cringe-inducing basement-dweller, riffing on every cultural stereotype about men who can’t get laid. Today they might call it The 40-Year-Old Incel. (Note to any producers reading: Please don’t make that movie.)
But as Apatow and Carell developed the project, both came to the conclusion that they weren’t interested in the cheap sketch version of the character; they wanted to explore him as a human being, and in the greater context of American masculinity as a whole. After they’d read a series of blogs from in-the-skin adult virgins, they reached a consensus about Carell’s character: He would be “a really normal person” whose anxieties about sex were their own self-fulfilling prophecy, and not a sign that there was anything wrong with him. “We learned from our research when we read a lot of blogs on the internet from virgins that they are all just nice, shy people and they weren’t odd. There wasn’t any big joke to it,” says Apatow.
There were, of course, plenty of jokes in The 40-Year-Old Virgin. But the movie’s earnestness stood out in 2005, when the previous year’s highest-grossing comedy had been Meet the Fockers, the Meet the Parents sequel in which a cat flushes a dog down the toilet. After the first week of shooting on The 40-Year-Old Virgin, Universal executives took one look at the scenes Apatow had already shot and shut down production, fearing that the protagonist of their big summer comedy looked too much like a serial killer. (Apatow eventually appeased the studio by consenting to defer to an editor of their choosing.)
Even the star was starting to have doubts. At one point, Carell asked for a PG-13 version of the script, fearing that the R-rated movie they’d planned might be pushing the envelope too far for mainstream audiences, before Apatow convinced him that their original approach was the right one. “I think he was underestimating his own sweetness and how much that would come across,” says Seth Rogen—whom Apatow had cast once again, as an amiable slacker.
No one should have been worried. The 40-Year-Old Virgin has plenty of crowd-pleasing laughs, including a cringe-inducing hair-waxing sequence in which Steve Carell yells random things—“SWEATY PIE HOLE,” “NIPPLE FUCK,” “KELLY CLARKSON”—whenever a new strip gets ripped off. But it was also infused with Apatow’s bottomless empathy for the misfit, and his distrust of those who seem like they have everything figured out. In the end, the slyest joke in The 40-Year-Old Virgin is that Andy, the titular virgin, turns out to be much more well-adjusted than the gaggle of dudes who try to give him advice.
The 40-Year-Old Virgin is also a romantic comedy, though it wasn’t sold that way; it’s obvious that the marketing team behind the movie thought more men would show up if they used gags about foot play and anal sex as a kind of Trojan Horse. Catherine Keener barely appears in the trailer for The 40-Year-Old Virgin, but her character’s genuinely sweet romance with Andy is the backbone of the movie—a believable adult romance amid all the raunch (and the rare Hollywood rom-com in which a single mother is a love interest, and in which her children are ultimately treated as a net positive for her suitor).
Coming out at the end of the summer, and earning overwhelmingly positive reviews and a $179 million worldwide gross, The 40-Year-Old Virgin was a smash success. Even more importantly, it was the foundation on which the rest of the Apatow empire was built. The movie proved that there was a sizable mainstream audience for Apatow’s precise blend of sweet and raunchy with a heavy dose of improv—and for the actors in his stable, who quickly became bankable comedy stars. “He is a brand,” reflected Freaks and Geeks creator Paul Feig when asked about Apatow’s meteoric rise in 2012. “You go anywhere in the Midwest, you walk into any mall, you say ‘Judd Apatow,’ and most people know who you’re talking about.”
While Judd Apatow had long since given up on his childhood dream of being a full-time stand-up comedian, he never broke the habit of mining his own life for material, and it’s generally pretty easy to take the movies Apatow directs and map them onto his own life. For his follow-up to The 40-Year-Old Virgin, Apatow had a vague, amorphous idea for a subject he wanted to tackle: pregnancy. His own daughters with actress Leslie Mann had been born several years earlier, but the memories and stresses of the experience had stayed with him. “Every time my wife and I went through childbirth, terrible things would happen,” says Apatow. “I thought, I’ve got to write about this because it’s so awful that I must get something from it.”
While working the busy promotional circuit for The 40-Year- Old Virgin, Apatow would send himself emails on his BlackBerry with vague, unformed ideas for some kind of movie that would filter his observations and experiences through a comedy lens. “A couple gets pregnant on the first date,” he wrote in an email with the subject line “Pregnancy” on August 7, 2005. “The idea of being forced into a relationship for life is the main conflict. A relationship in reverse. A baby, then get to know one another.”
Not all of Apatow’s ideas from his hastily typed BlackBerry emails made the cut—there is no scene in which Ben, the protagonist of Knocked Up, is so nervous to meet Alison’s family that he accidentally leans in to kiss her brother, or a smash cut that leads to “suddenly huge boobs which squirt milk”—but much of what shows up in the final cut of Knocked Up can be traced back to those notes. Apatow even gives his protagonist a name that none-too-subtly revealed his intended star: Seth. (Later drafts changed it to Ben.)
With Rogen set to star, the next challenge was finding the female lead. Leslie Mann, a Knocked Up supporting player, once said Apatow wrote the part with Matchstick Men’s Alison Lohman in mind (which might be why the character is named Alison). Rogen, eager to prove himself as a leading man, read opposite every actress who auditioned, which gave him the chance to hone his character, and gave Apatow the chance to look for the chemistry he felt Knocked Up would require. Finding the comedy wasn’t always easy. “Great actresses would come in, and they would say ‘I’m pregnant,’ and it made you want to cry,” says Apatow. (Rogen, for his part, came up with Ben’s incredulous reply to the revelation: “Fuck off.” Apatow was delighted. “I never would have thought to write that,” he says.)
After a flurry of auditions, Apatow was convinced he had found his star: Anne Hathaway, who had been professionally acting since she was seventeen but had just had her major Hollywood breakthrough in Dave Frankel’s The Devil Wears Prada. Hathaway was cast, but quickly decided to quit the role, due in part to a brief shot during the climactic birth sequence of a baby crowning that—while not depicting Hathaway’s own vagina—would have been cut to give audiences the impression it was hers. “She didn’t want to allow us to use real footage of a woman giving birth to create the illusion that she is giving birth,” explained Apatow at the time. Hathaway later elaborated: “My issue with it was that having not experienced motherhood myself, I didn’t know how I was gonna feel on the other side about giving birth. And by the way, I could pop a kid out and think, Oh, well, I really should have done that movie.”
Next on the list was Katherine Heigl. She, too, had started her career early—first as a child model, and then as an adolescent performer in ’90s junk like My Father the Hero and Under Siege 2: Dark Territory before she finally landed a lead role in the WB teen sci-fi drama Roswell. By 2007, she was emerging as a breakout star in the ABC medical drama Grey’s Anatomy—a standout in a very crowded ensemble. It was the ideal time for Knocked Up to catch such a promising rising star, and they got her at the bargain salary of $300,000.
Heigl plays Alison Scott, an ambitious reporter for E! who has a drunken one-night stand with the goofy slacker Ben (Rogen) after they meet at a nightclub. When she realizes she’s pregnant, she decides to keep the baby and try to make it work with the guy she barely knows, which gives their love story a handy nine-month time limit as Ben and Alison try to figure out whether or not they might actually work as a couple.
The first half of Knocked Up is largely centered on Ben and Alison’s uneasy but tender romance, as they learn—to her surprise and his delight—that they actually like each other, even as she frets that his laid-back, jobless approach to life will make him a bad partner. The movie also plays up the disparity between Ben and Alison’s levels of attractiveness: “You’re prettier than I am,” he drunkenly mumbles as they strip down before hooking up. But it’s Alison who gets repeatedly pressured to lose weight by her employers, and who fears retaliation for her pregnancy. As the stress piles up, Ben’s fumbling steps toward maturity, goofy charm, and unconditional affection for Alison make their relationship, however unlikely, feel plausible.
As funny and sweet as the core relationship can be, the most personal material comes in the last third of the movie. This is, not coincidentally, the part of the story that drove Apatow to make Knocked Up in the first place: Apatow says the lengthy birth sequence, which starts with Alison drawing a bath to calm herself down before they get to the hospital, is “almost exactly what happened” when his and Mann’s daughter Iris was born. Their doctor really did leave town for a bar mitzvah in San Francisco just as Mann went into labor—“He’s such a stupid fucking asshole and I hate him,” says Mann—and they really did get stuck with a doctor who they’d previously rejected, and who was openly rude to them as a kind of petty revenge.
From a romantic comedy perspective, what’s striking about The 40-Year-Old Virgin and Knocked Up is that their arcs are essentially the same. A man-child, apparently stuck in a cycle of arrested development, discovers the pleasures of adulthood and breaks his old habits with the help of a woman who has her life together. “Every story I’ve ever written is someone not trying to grow up,” says Apatow. In this case, it’s Ben getting his shit together enough to read the baby books, get his own apartment, kick Alison’s sister out of the delivery room, and prove himself as a partner Alison can actually count on to do more than “fuck [his] fucking bong.” (Her words, not mine.)
Scott Meslow is a writer based in Minnesota. This is his first book.