The 40-Year-Old Virgin was almost about the Wiggles.
Near the end of shooting Anchorman, producer Judd Apatow asked Steve Carell whether he had any movie ideas. Over the previous few months, the actor had been improvising and blowing everyone’s minds as dopey weatherman Brick Tamland, and Apatow, after struggling to break through in television with Freaks and Geeks and Undeclared, hoped to collaborate on something special with the former Daily Show correspondent. Not long after Adam McKay’s movie wrapped, Carell obliged and spent a half hour pitching Apatow on a garage band made up of middle-aged guys that gets discovered by a record executive while playing at a kid’s birthday party. After accepting an offer to become “basically the Wiggles,” the band turns into an internationally famous overnight sensation. “The joke of it was that the relationships fray like in the Beatles or the Stones, but it's these four middle-aged guys who play for kids,” Carell says. “He was sort of lukewarm about it.”
As Carell turned toward the door dejected, he paused and remembered one other idea he’d stowed away. Throughout his time at Second City, he’d conceived a sketch that had never come to fruition—about a guy at a poker game who gets outed as a virgin when everyone around the table begins sharing sex stories. Soon, Apatow recalls, Carell began imagining the character’s dialogue: “He goes, ‘You know how when you touch a woman's breast, it feels like a bag of sand? You know how when you put your hand down a woman's pants, there's all that baby powder?’ Oddly, I knew exactly what he was talking about. I just completely understood the character in an instant.”
“I'll never forget it,” Carell says. “He was 100 percent in.”
That summer, the pair banged out a script that would change both of their careers. Released 20 years ago this week, The 40-Year-Old Virgin fleshed out Carell’s sketch into a deeply funny and earnest exploration of American masculinity by following the escapades of Andy Stitzer, an innocent and sexually inexperienced electronics store stockroom manager. As he searches for a relationship, he must confront his isolated lifestyle, his sexual anxieties, and the immature coworkers eager to get him laid. “I had an idea of what I was going for,” Apatow says. “Can you do the high comedy of Jim Carrey and get the heartfelt character comedy of Jim Brooks and Cameron Crowe in the same movie?”
The answer was a resounding yes. Apatow’s feature-length directorial debut—which Universal is rereleasing in theaters this weekend—became a critical darling and an immediate R-rated blockbuster success, grossing $177 million at the global box office on a $26 million budget. One of the most influential movies of that decade, it catapulted Carell (fresh off completing Season 1 of The Office) to the level of bankable star, transformed an underappreciated Apatow into a generational comedy kingmaker, and spurred the rise of a golden era of comedy. “I was on my hands and knees just pulling weeds out of our little patch of grass in front of our house. And I remember getting a call from someone at Universal after our first weekend,” Carell says. “They said, ‘Where are you now, Steve?’ And I was like, ‘I'm just weeding our little plot of grass.’ And they said something like, ‘Well, I think you're going to be able to get somebody to do that for you.’”
Part 1: “It Really Hit a Nerve”
In the summer of 2004, Apatow and Carell began writing a script. Their first big decision was to determine the tone of the movie and whether their protagonist would come across as relatable instead of a weirdo.
Steve Carell (Andy Stitzer, writer, executive producer): I had always imagined myself doing this role. I was 40 years old, and I figured I had a take on this character. It was something that I could do.
Judd Apatow (director, writer, producer): A lot of the people who were populating our projects were real veterans but hadn't been given the opportunity to break through in a much bigger way. Steve is just a sweetheart of a person and as funny as anybody who's ever lived. It didn't seem like a leap.
Carell: I had a very specific idea as to how it should be played—a very earnest, kind guy who just missed the boat on that particular aspect of his life. He wasn't a terribly damaged person. He was just somebody who never did it.
Apatow: I tried to get directing jobs in movies and hadn't been able to pull it off. As soon as Steve mentioned it, I thought, “This is one that would make sense for me to direct.” It's about a lot of things that I think about all the time: shame, feeling less than, insecurity, terror, choking. That's something that I always find hilarious but have related to at different times of my life.
Carell: The most important aspect of it was feeling like this was an actual guy and not playing it as a super broad comedy or making fun of him in any mocking way. I wanted to start it from an honest place and try to figure out how someone might have fallen into this. Judd was in complete agreement about that.
Apatow: I did tell a few people at other studios. We made Anchorman for DreamWorks. They didn't leap on it. I was working with Sony on Fun With Dick and Jane, and I remember the executive there saying: “Just stay focused on Fun With Dick and Jane.” At some point, we spoke to Mary Parent and Stacey Snider at Universal.
Mary Parent (former Universal vice chairman of worldwide production): First of all, the title was amazing. So much of comedy is a juxtaposition of opposites. What attracted me to it was not just the surface-level comedy, but this idea of overcoming fear, and that love is sort of the greatest fear of all. The character obviously had this incredible secret, and once he bore his secret, all of that spiral and conflict came from that.
Apatow: When they bought the idea for the movie, Mary said to me, “The second you fax me the last page, I'm going to green-light this.”
Parent: They had a very clear vision for what they wanted this to be. It really hit a nerve. And we also needed movies at the time. I was like, “The momentum's here.”
Carell: I was completely new to this. I'd never written a screenplay. I'd been doing plays and sketch comedy and different things. I brought in this idea, but Judd really ran with it. I really followed his lead.
More on ‘The 40-Year-Old Virgin’
Apatow: We would just sit around and talk about what Andy’s life might be like. We would trade pages. I like stories which are about people's lives falling apart and then learning some sort of lesson and having to put their lives back together. And there's only one thing more difficult than losing your virginity—having a deep, real relationship with an adult woman. Andy also needed to work at a place where there were a lot of opportunities to ask out women. Back then, stereo stores were still popular. We wanted there to be people he works with but who weren't his friends.
Seth Rogen (Cal, coproducer): Judd had these offices in Santa Monica, and I would essentially set up shop there as though I worked there every morning. I’d help him punch up a movie, flesh out an idea, and he’d give me a few thousand bucks. I was like 22. We had written Superbad and Pineapple Express at this point, so he knew I was very motivated as a writer. I literally was just sitting in his office when The 40-Year-Old Virgin got green-lit.
Parent: A group of us green-lit it—Stacey, Scott Stuber, Ron Meyer, our marketing head, Adam Fogelson. But I was definitely its champion.
Rogen: [Judd] was so excited, and you could just see the reality of it was sort of crystallizing in front of him. I remember very deliberately trying to parlay off of the good energy and momentum that was happening in the moment. We had talked about me being in it. I was like, “You're going to want someone around to pitch jokes and to rewrite things. You should make me a coproducer on the movie.” It seemed as though I could contribute my sensibility to the movie. And he was like, “Yeah, OK.”
Clayton Townsend (producer): Universal asked me if I was interested in working with Judd. I wasn’t familiar with him. I'd come off a long run with Oliver Stone and had done a couple other features after that. I think Judd was sort of taken by my pedigree in the serious world. But at the same time, Judd had a lot of similarities to Oliver. He's a strong writer, and he knows what he wants. And he knows how to deal with actors.
Parent: There were a lot of things that were going on in the culture at the time that I think were making comedy feel more real. It's when comedy shifted from really high-concept comedy into sort of more grounded comedy. The best comedy is always steeped in the human condition. And that's something that Judd deeply, deeply understands.
Apatow: The studios were open to reasonably priced comedies. You'd have a movie gross $50 million, but it would also gross $50 million on DVD. So it became a really good bet. It was a very receptive moment to do a different kind of comedy with the new star at a not crazy price.
Carell: It laid out so quickly and so fortuitously that I just assumed, “Oh, well, I guess this is how it happens.” You pitch a movie, the producer jumps on it, and then you write it, and then it gets green-lit, and then you do it. And it is almost never how it happens.
Part 2: “It's the Most Creative Method I Have Ever Seen”
With Carell already attached to star and Rogen along to produce, Apatow enlisted casting director Allison Jones to help populate his comedy. Tired of being rejected by bigger names throughout various development projects, the director made a conscious effort to look for new and overlooked talent that he could rely on to be hardworking, passionate, and available.
Apatow: I always knew Seth was going to be one of the stars of the movie. He just slots in so well as a Smart Tech employee who thinks highly of himself and is kind of a burnout. He's a bighearted, hilarious person with a completely unique sensibility and way of talking.
Paul Rudd (David): I had just worked with Steve, Seth, and Judd in Anchorman. I loved those guys. They asked me to be in it, and I didn't hesitate. I remember Steve telling me about the sketch and some of the jokes from it—breasts feeling like "bags of sand.” It was hilarious.
Rogen: Paul and I read with everybody. It was actually very helpful for the dynamic of the movie. We would spend all day together for weeks and weeks throughout the casting process, and we would improvise with people.
Brent White (editor): When Judd does his casting session, they bring in other people to read. Then they play and improvise and videotape that stuff. But Judd takes notes, and then the things that work in those casting sessions oftentimes make their way into the movie.
Allison Jones (casting director): It's the most creative method I have ever seen. He’s really creating the whole movie in the early stages.
Apatow: Elizabeth Banks was incredible in her audition. And she hadn't done a lot of comedy really before that. But she was so funny and edgy.
Elizabeth Banks (Beth): I was dying to be in a comedy. For whatever reason, I didn't get in on this movie right away to audition for it. I walked in, and I was like, I understand this character. She's very free, open, wild, sensual, in touch with herself—all the things that Steve Carell's character was not. I just remember getting in, and we threw the pages out almost immediately. It was basically just one long improv in which I ended up giving Steve a lap dance.
Apatow: The other person who read for that was Amy Adams, who was just taking off from Catch Me If You Can. She wasn't the type of person for that part. It was meant to be a little filthy.
Jones: Jane Lynch came in for what was a man's role and improvised some of the best lines in the movie. So that part was completely changed.
Jane Lynch (Paula): Steve’s wife, Nancy, said something to Judd: “You've got all these guys in your film. Why don't you read Jane for the store manager?” I think the audition was all improv. I worked with Steve. We were at Second City at the same time. We did the scene when I offered to take his virginity. “Look, I'm happy to be of service …”
Apatow: As soon as she left, we said, “OK, we need to transcribe what she just did, put it in the script, and hire her.” That's how I usually do the casting: “Let's just read everyone who's funny, and we can change the parts based on what they do.”
Kat Dennings (Marla): My mom had driven me to the audition. I read with Steve in front of Judd. I was pretty young and hadn't really gone to acting school. We were riffing on a tangent, and I misspelled the word “music.” I reversed the s and the c. But I didn't realize I had misspelled it. And Steve was arguing that I had misspelled it. And I was like, “You're wrong! Are you insane?” I was sure that I was right. And then we stopped, and Judd was like, “That was great. That was amazing.” As I was leaving—I'll never forget—I froze on the stairs and realized that I’d spelled “music” wrong the entire time. I was like, I just humiliated myself in front of this director. They must think I'm the biggest idiot. … And then I got the role.
We were sitting around the table, and we were trying to figure out if the 40-year-old virgin masturbated. And Garry said, “I think maybe you just show him preparing for masturbation.”Judd Apatow
Apatow: I had worked with Gerry Bednob at the L.A. Cabaret for many years doing stand-up, and when he came in, I was thrilled to see him.
Gerry Bednob (Mooj): I didn't stick to the script, which I never do with him anyway. I didn't know who Steve Carell was. I never watched The Daily Show. They gave me the freedom to just fuck around.
Apatow: There's all these different characters in a store, but they're not buddies. And that allowed us to just hire anyone we thought was funny—because anyone can work in a stereo store.
Rogen: We were looking for the fourth person in the group. And I remember Romany [Malco] coming in and saying all that shit that's in the movie. It's like, “Whoa, this guy's very different from who we are.” Paul had made this movie with him, The Chateau. And I remember Paul being like, “This guy's really good.”
Apatow: It's funny because Kevin Hart was someone that I had worked with a bunch. And he came in to read for that part and didn't get it because I thought we needed someone who was more of a lothario. Years later, Kevin said, “I felt terrible after that audition. I really thought I would get that part. And it occurred to me that I needed to go to acting class and that I wasn't strong enough yet. And that made a big difference in my career.” And I had to tell Kevin it had absolutely nothing to do with his acting. I really just didn't think he looked like someone who would get more women than Romany Malco.
Through a representative, Malco declined to comment.
Parent: Judd talked about Catherine Keener, which I thought was a great idea.
Apatow: That literally took 30 seconds. I had a list and showed it to Steve. He just said, “I love Catherine Keener.” I loved her, too.
Catherine Keener (Trish): My agent called and said, “There's a script. I'm not sure how you feel about it. It's very out there.” She thought it was funny. Then she said, “It's Judd Apatow and Steve Carell.” And I was like, “Oh, my God. I love them.” I loved Freaks and Geeks. I loved Steve on The Daily Show. And so I read it and thought, “They're so smart. They're going to do something with this that I don't know yet.” I called her the next day and said, “I want to do it.”
Jones: She was warm, earthy, funny, and believable.
Townsend: We were all wowed by the fact that Catherine was quite a serious actress who would get involved with our group. We thought, “Wow, this brings us up a notch, and it's going to make everybody step up their game.”
Rogen: It made the movie.
After rounding out the cast, Apatow organized a large table read in the conference room at Lantana Media Complex. He used it as an excuse to bring all of his friends and favorite comedians together so that they could critique and collaborate on the script.
Apatow: I really tried to use the comedy community to help me. We all had a lot of movies in development with each other. If I was doing a table read, Adam McKay, Garry Shandling, Jenni Konner, Ali Rushfield, and Nick Stoller and all these people from our TV shows would come and pitch in with ideas and notes.
Rogen: Everyone was excited that we were making a big, dirty movie.
Keener: We did a big read through. I'd never really improvised before. I was kind of intimidated by coming up with funny shit. But then you kind of started being a little bolder.
Apatow: I was nervous about the relationship between Steve and Catherine. And then that worked perfectly.
Keener: Steve and I sat next to each other. There's his birthday scene in the hibachi. I leaned over and gave him a little peck on the cheek, and I think that that kind of disarmed everybody and kind of broke the plane that you don't usually breach until you're in the work.
Dennings: Everybody was pretty blown away by those two.
Andrew Jay Cohen (associate producer): Every single Apatow table read, the openness to criticism and candor is profound. It was such an amazing learning experience because you're just like, “OK, what worked? What didn't work?” And you've got A-listers, people at the top of their game, giving notes and criticism.
Apatow: All the friends didn't work. And we realized that we hadn't gone deep enough creating their characters. So we spent a few days discussing the reality of each person's world. And that's where a lot of the ideas bubbled up. Like the fact that Paul Rudd is semi-stalking Mindy Kaling. And the arc with Romany Malco getting caught cheating and almost losing his girlfriend and falling apart.
Keener: It felt like Garry Shandling was like [Judd’s] shaman. He would always go to Garry.
Apatow: We were sitting around the table, and we were trying to figure out if the 40-year-old virgin masturbated. And Garry said, “I think maybe you just show him preparing for masturbation.” And you’d see him turn all the frames around so none of them are looking at him. He brushes his hair and puts on his favorite bathrobe. And he puts out his tissues and his creams. And we did all that to the Lionel Richie song “Hello.” That's how a lot of these things got better. We had a lot of great brainpower pitching jokes and being tough on the script.
Rogen: I remember McKay pitching the joke where we're smashing light bulbs on each other.
Apatow: He said, “Oh, that's something we used to do at work. We would have fluorescent light wars.”
Rogen: I remember Garry’s general note was to go deeper and just really explore the root of why this kind of thing would happen and how you would really feel in this situation.
Apatow: My friend David Bowe, an actor in Cable Guy, bought a few of every new [action figure] toy that came out. And he would never open them up because it would hurt their value. And then one day Kris Brown, who wrote Undeclared, said, “It's like Andy is one of the toys. He won't let himself out of the box.” And he captured the metaphor of it.
Rogen: Those things were very formative to me. The root of my understanding of comedy and story is from sitting in those rooms.
Part 3: “Let’s Just Pause”
In early 2005, The 40-Year-Old Virgin went into production. But the shoot, which took place in and around Los Angeles, started inauspiciously. Apatow had collected only two days of footage—which included part of the speed-dating scene—before the studio came calling …
Parent: I remember looking at dailies when we started shooting. Steve had longer hair. He was playing it a little differently than what the script was. The joke was that the character didn't know his life was sad or lonely, but he just felt depressed to me. And the character hadn't hit that point yet because he was still sort of in denial.
Carell: They’d just seen a few days of B-roll of me riding around on a bike with a weird helmet and me running away from sexually graphic billboards.
Parent: I said, “Let's just pause.”
Apatow: In the middle of the third day of shooting, they called and said to shut it down.
Rogen: There had been some conflict. There were some pretty explosive notes meetings that came in the weeks and months before shooting. I remember handing in a draft that Judd and Carell and I had worked on for a while and were really proud of. It was really indicative of what we wanted to do. We'd been rehearsing. And I remember we gave it to the studio, and they were like, “This took a big step backwards.” I don't think we were always on the same page as far as what this movie was.
Rudd: Before we were shut down, I remember walking back to base camp from the set with Steve after filming a scene. He told me that he hoped the studio wasn’t freaked out by what he was doing. He had a feeling they were expecting a bigger and goofier performance. This was on a Thursday—and later that day, they told us to go home and don’t worry about coming back tomorrow.
Townsend: I had to let Judd know that we were pausing production, which, of course, is not the best news to break.
Apatow: I can't speak to the logic of doing something like that because it's very expensive. There definitely seemed to be an overreaction to the footage they had seen.
Parent: It wasn't off the tracks. It was more about adjustments.
Debra McGuire (costume designer): The studio needed to speak to all the department heads. We were all just giggling before we got in there because we didn’t know what the hell was going on.
Townsend: We all went back to the editing room and sat with Mary and Jim Brubaker, the head of physical production, and we had a talk. And their major concern was that Steve looked too creepy.
Parent: I remember saying to Judd, “Listen, he looks like a serial killer.”
Apatow: They thought he looked a little too close to Jeffrey Dahmer, due to the tan jacket that Steve wore.
McGuire: When they got to me, they were like, “We don't get where you're going with this. You dressed him like Jeffrey Dahmer. What are you thinking?” I just wanted to burst out laughing. I just cannot believe how clueless studio executives are. The fact that he's in a tan jacket and tan pants is the best way to start with a character who was like a caterpillar becoming a butterfly.
Parent: I was like, “Take a look at the haircut.”
Townsend: His hair was kind of combed and pasted down. It was meant to be kind of an innocent haircut. And in my mind it looked quite fine. It was just like a mild-mannered guy.
Cohen: There is something about how hard Steve goes that just read the wrong way to them.
Apatow: Steve was playing everything very small, and they may not have been prepared for that. Most of his reactions during the speed-dating sequence were underplayed.
Rogen: We're coming off the heels of Dumb and Dumber and Something About Mary. Those are wonderful movies, by all means, but not our tonal perspective. The movies we were referencing were much more like The Last Detail.
Carell: I just tried to roll with it. I was a little shocked. I certainly felt sad about it. But at the same time, I knew that they hadn't seen what the movie was really about.
Parent: I said, “I believe deeply in this film, and you've written a brilliant script, incredible cast. This film deserves a few more days.” We had them on such a tight schedule. It was a low-budget film. It was like, “This is going to be special; let's just slow down.”
Apatow: They had a bunch of notes. They were worried that Paul Rudd would look overweight, but I had instructed Paul to be overweight because at the time I really believed the funniest Paul Rudd was an out-of-shape Paul Rudd.
Parent: Not me! I had worked with Paul before. No issues with Paul.
Rudd: It was all very strange, and I remember wondering if the movie would ever happen. I’d never been on anything that had been shut down.
Apatow: And there was some concern that we were lighting it like an independent movie, not a bright comedy. Our cinematographer was Jack Green, who had done Unforgiven with Clint Eastwood.
More Oral Histories
Townsend: We took a day out to regroup. For some unbeknownst reason, Jim Brubaker said, “You guys need a third camera.” So we got a third camera crew and finished the movie with three cameras.
Apatow: I think we did light the movie brighter than we would have. They were nervous, so they hired Jon Poll, the editor of Meet the Parents and Austin Powers, to be a producer and an additional editor on the movie. And he was endlessly helpful. It was just an amazing addition to the team because now I had someone to ask, “How else can I shoot this?”
Parent: I had worked with Jon before and thought he was incredibly smart. I think it's important, particularly when you feel like something has real potential, to make sure that you're giving the filmmakers all the resources and tools they need to make the best version of the film.
Apatow: We added some jokes where Catherine Keener’s [character Trish] said she thought [Andy] looked like a murderer. And that actually became a funny part of the movie.
White: By naming the monster, everybody goes, “Oh, well, he's not [a serial killer].” I think it created this space where the audience could go, “Yeah, it's gonna be fine; this isn't the dark thing. It's not the guy with the gun in the closet.”
Carell: Once we started to fill in the context for those moments, they began to understand what we were doing.
Apatow: I think a lot of good came of the shutdown. None of the notes were wrong. You could debate whether or not it was necessary to have such a chilling thing happen. But it did only lead to good things. And Mary remained the biggest champion of the movie.
Townsend: If they would have just let things go, the movie would have been equally as good. We still used the footage from what we'd shot. It's not like we reshot it.
Apatow: Back then, when I was dealing with executives who didn't understand what I was going for, I would get very upset and start screaming, often crying. This was the first time in my career I held it together. I didn't fight anyone. I just said, “What are your notes?” And then they let us start shooting again. So it only took me 37 years to finally know how to shut my mouth during a bumpy moment.
Part 4: “Something Very Special and Authentic”
For the cast and crew of The 40-Year-Old Virgin, Apatow’s improvisational process took some getting used to, but it gave everyone the freedom to take risks, try jokes, and collaborate without any time restrictions.
Apatow: I started to understand how improvisation works at The Ben Stiller Show. We were shooting sketches on film. Ben would just keep going and give himself tons of choices for the editing room. I had never seen anybody do that before.
Carell: Judd wanted us to be as freewheeling as we could. He created such a loose atmosphere on set, and he encouraged everyone to improvise and bring their own voice to it.
Apatow: The difference with The 40-Year-Old Virgin was that we improvised both the comedic scenes and the dramatic scenes. All of us would try to generate new, alternative jokes.
Rogen: I had a notepad, and I would be constantly writing jokes and alts and handing them to Judd. I was really trying to ravenously consume all opportunities I could.
Rudd: It made going to work every day so much fun because you never knew exactly what the scene might turn into.
Townsend: It's not slapstick improv. He shepherds it. As producers, if we thought of something funny, we'd say it. And then Judd would shout it out to the actors, and they'd repeat the line.
Rogen: I remember Judd would scream, “Less semen, more emotion!” Which I think was code for like, “Don't talk about just dirty stuff so much. Try to infuse some truth and resonance into this.”
Lynch: He'd whisper something in my ear like, “At some point, I want you to say, I will haunt your dreams …” Or: “Say you want to be his ‘fuck buddy.’” It was kind of like playing basketball because we were all there every day, even if we weren't in the scene. You're sitting on the bench. And he would say, “Jane, get in there and mess this up somehow. They want to get rid of Michael McDonald. You don't like it. Get in there!”
Keener: You didn't have a moment to think about it. If somebody had an idea that might be funnier, it was totally welcome. There wasn't a lot of ego running this thing.
Banks: I loved it. I thought it was so smart. Because it's not live, you have the opportunity to perfect it so that we bring it home and deliver actual punch lines for the audience.
Dennings: He'd be at video village down the stage. He’d be like, “Kat, say this instead of this! … And action!” I'd be like, “Oh, shit!” Honestly, we shot forever. I remember being like, “Is this how many takes you usually do? This is like the comedy Stanley Kubrick.”
Apatow: When you direct your first movie, you think, “If this goes badly, they're never going to let me do it again.” So you're not just directing—this is literally either the beginning or the end of this part of my career. My attitude was, the more I could bring into that editing room, the better, so I can survive this.
Keener: We had mags of film. And he wouldn't say, “Cut.” He would just say, “Reload.”
Carell: I naturally start to feel very guilty that we're wasting a lot of money if we're improvising and it's not going anywhere. Because you can hear the film clicking around in the camera.
Townsend: When we started filming, we were going through 20,000 feet of film a day, which is probably five times the average. I was getting a lot of calls from the studio saying, “What the hell is going on? You guys are wasting a lot of money on the film stock.” And I did a calculation that sort of showed that letting it run was a more economical way to make this film. And they believed us, and we kept shooting.
White: Kodak would send, like, buckets of Champagne. “You've got over a million feet of film. Thank you very much!” They couldn't have been happier that we were spending all this money.
Apatow: It was exciting to give everyone the opportunity to really go for it. Romany talked about so many things in a way that I could never write. Out of the blue, he would say, “You're putting the pussy on the pedestal.”
Judd wanted us to be as freewheeling as we could.Steve Carell
Cohen: Romany was awesome. He brought a lot—”peripherals” and “the gazelle.” All that stuff. I think that was from his own experience. Judd asked people to open themselves up and give that gift to the movie.
Apatow: We put Kevin in the movie as “the Disgruntled Customer,” and they had this epic fight, which is twice as long on the director's cut DVD. And Kevin was explosively funny. Maybe my biggest regret with the entire experience is I didn't leave the long version of the fight in the actual cut. None of it was anything I would ever pitch in a million years to them. You felt like you were witnessing something very special and authentic.
Lynch: I came up with the Guatemalan love song while watching somebody shoot another scene. I remember it kind of coming to me. They had these dialogues in high school Spanish Level 1, and you’d listen to them. They were actual audiotapes. And that was one of them. It was a mother and her son: “Whenever I clean my room, I can't find anything.” “Where are my things? Everything's in its place.” And then, “Where are you going? I'm going to a partido de fútbol.” So I just used the whole thing. I didn't tell anybody, except I gave Steve a little heads-up that I might be doing it, because I was afraid to do it. But I knew I was in a safe place. Later, I remember going to one of the cast and crew screenings at a multiplex in Van Nuys. Judd came up to me. He goes, “I think you're gonna see a little Guatemalan love song in there.” And I was like, “Oh, it made it into the movie!”
Townsend: One of the standouts was Jonah Hill. Nobody knew who Jonah was. And this guy showed up, and he was just out to fucking lunch.
Jones: I remember him coming into my office and being such a fan of Judd's. He said he would do anything.
Apatow: He had bumped into Seth at a movie and came in to audition because they had chatted the night before. And we all thought that guy was so great. And on the day we shot the scene at the eBay store, it rained, and it created a situation where we had an enormous amount of time.
Keener: eBay was so fresh. I had no idea what it was. And I couldn't believe there was a store. I was like, “What do you mean there's a brick and mortar for this thing?” I didn't get it at all.
Apatow: As a joke, I said, “Let's do a lot of takes and make Jonah and Catherine do a ton of improvisation with each other.” And it was purely just a prank to throw him into the cage with Catherine Keener to see how much it would scare him.
Keener: I remember Jonah coming in really sweet and all of a sudden being a super asshole. He improvised by calling me a bitch, and I went after him and I think it scared him a little. I don't know if he thought I was gonna react with such force.
Apatow: When you believe that someone in your movie is going to be a really big star, you want to give them something fun to do in your movie so in the future you can go, “I saw him before anybody else.” You're almost marking your territory.
Bednob: I made up most of my expressions: “rattlesnake wiggle” and the “alligator fuck house” and “pussy juice cocktail.” I didn’t even know about the Urban Dictionary until then. But they couldn’t find what I was saying. There's a blooper when Steve broke down. And I say, “You're fucking up my lines. You shouldn't be laughing!”
Townsend: When anybody comes up with “pussy juice cocktail,” you tend to be taken aback.
Apatow: Gerry would always be very, very dirty to Steve. And Seth would also be filthy. And Steve would just blush. He would say to me, “I don't know if it should be this dirty.” That's one of the secrets of the movie: Steve Carell's actual embarrassment when people talk that way.
Rogen: I remember talking about the woman fucking the horse and thinking, This is the first time I think I've actually said something that I find to be, like, really funny. And I remember being in the first test screenings and seeing it with an audience and seeing myself get humongous laughs in that scene. That's sort of like tattooed in my brain. It was like a connection moment. It's what gave me the confidence to go make Knocked Up and all these other movies.
Apatow: When we did the “You know how I know you're gay?” sequence, that was improvised. But I said to everyone, “That's a funny idea. Let's take a break and write to it and fill that out.”
Rogen: That felt like we really were sort of on to something. This idea of playing video games and smoking weed and sort of improvising those types of jokes that feel incredibly conversational and real and mundane. Our whole thing was like, “This is how guys in their 20s and 30s and 40s speak to one another.”
Rudd: I couldn’t believe we were allowed to do it on a big studio movie. It wasn’t about punch lines, even though there were plenty. It was relatable and really about what makes us human.
Dennings: It just felt so wrong to see it. But you're also watching people who are really friends with each other, too. It was a completely new thing that Judd tapped into.
Rogen: I remember me and Paul and Judd kind of looking at each other and being like, “This feels different.”
Part 5: “It’s Like a Jackass Stunt”
The movie’s biggest set piece is its most iconic: Carell getting his real chest waxed.
Apatow: We knew that a makeover sequence was a very generic thing to do in a movie, so we wrote up all these ideas for what those moments might be. And then one day, Steve said, “Maybe we should have him wax his chest. And when we shoot it, I'll do it for real.” So we cut all the other makeover jokes and committed to just that.
McGuire: We had a fake way of doing it. We would have hair put on top of an area that was already shaved. You'd match his hair, and then that piece would come off. But that’s not what happened.
Carell: I just thought it would be way funnier if it was real—mostly because of the other characters watching it happen. There's no way it would resonate the same way if I was just faking it.
Apatow: He loved the idea that the audience could tell that he was in real pain.
White: I actually went to the set that day. I was sitting on the stage next to the monitor and watching them put it together, and it became real apparent that this was like a big action stunt. We had several cameras because they knew they could only do it one time.
Cohen: I mean, it's like a Jackass stunt.
Townsend: I had concern for his own pain because Steve's a very hairy fellow.
Apatow: We wanted to hire an actress who had also waxed before. So when we put out a call, Miki Mia, the actress who did it, said that she was a professional waxer.
Jones: When Judd told us we had to have a woman who would really wax his chest, I thought, “That's the worst idea I have ever heard." We had offices with one shared wall, and we could hear the women auditioning and exclaiming things like, "Ooooooh, you got a lotta hair!” I doubt that they had real experience, but we didn't probe too far.
I remember me and Paul and Judd kind of looking at each other and being like, “This feels different.”Seth Rogen
Apatow: It became very clear that she had never waxed before.
Rogen: It's one of those things where you lie on your résumé and say you could horseback ride when you can't.
Apatow: The worst thing you could do when you wax someone is not put Vaseline on their nipple. They know certain ways to protect the nipple from getting torn off. And we weren't doing any of that.
Carell: They were about to do a rip, and Judd cut for a second because she hadn't done that. Someone had given him the heads-up that that might not be a good idea.
Rogen: He was bleeding. I think you can see it in the shot. It was an amount of blood where you were like, “Oh, that could take a nipple right off.”
Apatow: Luckily, his nipple survived. But when we were done with the scene, he really had an enormous amount of little blood patches on his chest, to the point where we put blood on a shirt for this exterior scene to track the fact that he was now bloodied and battered.
Cohen: That was a near life-changing incident. Some people have three nipples, and it's like, this dude would have had one.
Rogen: One of my homework assignments was to come up with clean and dirty alts for Steve to be yelling as he was waxed.
Apatow: When I was a kid, we would all go to Action Park in New Jersey, and they had sleds that would go down these cement tracks. And everybody would wipe out, and then their arms would get burned on the cement when you fell off. The skin would get ripped off. So you'd wait in line for your antiseptic spray, and when the nurse sprayed it, the most mild-mannered people would go, “Motherfucker!” I always thought that was one of the funniest things I'd ever seen. I told Steve, “Every time she pulls it, you have to curse her out.”
Cohen: Seth wrote all of these curse words that Steve could say, and then Judd was like, “What are curse words that he could say that aren't curse words?”
Rudd: Nicholas Stoller was on set, and all of us were writing jokes and lines and things to say that might be funny.
Rogen: There was a general concern from Steve that there was too much swearing in the movie. It's sort of like a comedy convention that a k sounds comedic. I was watching American Idol, and I just remember writing “Kelly Clarkson” down on a piece of paper in the clean section.
Apatow: And for whatever reason, when it landed on him screaming “Kelly Clarkson,” the movie theater would explode. I still don't quite understand why. It's just a change-up type of joke. Steve would just yell in the poor actress's face … but maybe she deserved it because she pretended to be a waxer.
Rogen: Very current pop culture references were not incredibly commonplace in a big mainstream comedy. I was a big proponent of that. I was a big fan of Kevin Smith and Clerks. The idea that we were watching current movies—Dawn of the Dead is on the screen—and commenting on them and making fun of them was so funny to me.
Luckily, his nipple survived.Apatow
Apatow: Paul Rudd was the one to realize that Steve’s chest was slowly beginning to look like a face. So then we decided, “Let's pull the hair off and make it look more and more like a face.”
McGuire: Then the next thing you know, he's the “Man-o’-Lantern.” Their brains would just kick-start into this amazingly hilarious round of spontaneous jokes.
Apatow: And Romany was freaked out and disgusted. That's why he leaves the sequence in the middle. He really couldn't watch it anymore.
Carell: He's so grossed out. Rudd is giggling. He could not contain his excitement and joy. That, to me, is the funny part of the scene. It's not so much about me yelling or screaming or feeling the pain. What's funny about it are those three guys watching it happen.
Apatow: Steve talked about chest waxing like he had never done it, but after we made the movie, I realized that Steve had clearly been waxing himself for years and knew exactly what was coming. He has never admitted that to me.
Part 6: “It Would Just Get More and More Unhinged”
Some of the movie’s funniest and most moving moments emerge from documenting Andy’s sexually inexperienced lifestyle and dating quirks. As filming progressed, everyone realized that Carell was turning in a dynamic, vulnerable performance as a man searching for a real relationship.
Apatow: We thought of weird details. Obviously, he pees with an incredibly hard boner. What's funny is he has to push it down to pee. And then when he walks across the hall, he still has his erection. It still hasn't gone away.
McGuire: We’ve had a boner in every freaking movie that we've ever done.
Rogen: I remember Judd telling Steve, “Explain making egg salad in as many words as you possibly can.” And I remember being like, “Oh my God, this is so funny.”
Banks: The moment in the bookstore was great.
Apatow: You're seeing two people who are at the very top of their game. And you know the joke is coming because you already know his goal in that whole scene is just to keep asking questions.
Banks: We spent a lot of time developing that. We were in an actual bookstore in Pasadena or Burbank. There was a do-it-yourself section of the bookstore. You have to take your clues from everything in the environment.
Rogen: There's a sort of joy that comes from fully being in on the joke and it going in directions you don't think it's going to go. That Neil Strauss book The Game had come out. It was sort of based on all that shit: little tricks you can use that will break down a woman's psyche and somehow make them instantly want to sleep with you.
Jones: We auditioned sex workers of all types for various dream sequences. That was wild.
White: There's a little bit of stuff in and around the masturbation scenes that were too much or too graphic. So that had to be pulled back.
Cohen: Stormy Daniels was a fantasy that appeared. I had to track down those boxes of porn. It was like some space sex thing that I had to watch repeatedly and cut the right scenes.
Apatow: We thought it was interesting and funny that Catherine Keener's daughter wants to have sex and Steve hasn't. So they're in the same position. And so if he escorted her to some sex education class, he would be the one with all the questions.
Dennings: I’m sitting in the background, and Steve is just like accidentally spilling the three-dimensional womb around for some reason. That almost killed me. I had to dig my nails into my hand. Once we got in the room and everyone was riffing, it would just get more and more unhinged.
Apatow: It allowed us to have a lot of our friends in the scene: Dave Koechner is hilarious. Jeff Kahn, who wrote for The Ben Stiller Show. Cedric Yarbrough from Reno 911! He had that great line where he goes, “My daughter is dumb.”
White: Steve's wife, Nancy, who's the counselor, is so freaking amazing.
Apatow: A lot of good jokes from the movie came from Nancy. In the drunk driving sequence, Steve's saying, “You taste like a shellfish sandwich.” That was Nancy’s idea.
Dennings: Steve is just a lovely person. There's a scene where we're together in a car. I'm driving, and we have a really nice, grounding kind of moment where we're just respecting each other's space. It's such a crazy character on paper, but with him, it's so endearing.
Lynch: There's an innocence and a guilelessness; that’s why he’s so funny. When he tries to play it cool like everything's OK and fine, we know he's not. We know he's dying inside.
White: There's these beautiful moments with him and Catherine Keener where you see him come to life. Where he steps up, and it's funny and it's real. And you just go, “Well, that's the guy. That's the guy she's looking for. That's the guy that he really is.” There's just a human quality to Steve's performance that's kind of magic.
Keener: I really felt trust with him. It comes off in the movie. You can feel it. I do remember one of the funniest things that Steve did was an improvised thing. I go, “What is this? A roofie?” He goes, “It's Mentos, [they’re the Freshmaker].” I fell out. It was like, “What the fuck?”
Part 7: “It’s Such a Perfect Way to End the Movie”
The entire movie leads up to Andy getting married and having sex for the first time. But Apatow wasn’t sure how to shoot the euphoric moment.
Cohen: Garry Shandling was like, “You have to show the sex.”
Apatow: He said, “The point of the movie is that their sex is better than all of Andy's friends because they're in love.” And I kept saying to Garry, “I don't think I can actually show it. What would you show? How would you do that?” And he kept saying, ”I don't know, but you have to figure it out.” And he would leave me messages on my machine. “Have you figured the sex part out yet?” I couldn't crack it. I kept mentioning it to Steve. And then one day Steve said, "Maybe I just break out in a song." And I said, "Oh, yeah! Maybe you just start singing ‘Let the Sunshine In.’” That happened in like one second.
Keener: I went through so many phases during the sex scene. Usually with those, I'll try and keep them as brief as possible. They were just so amused watching it that they let it go on forever. I'm like, “Is anybody going to say fucking cut?” But we got to the point we were laughing so hard.
Apatow: They get married. That's a sweet moment. Then they want to have sex, and they're cleaning their room and they won't stop cleaning the hotel room. Then they have sex, and the joke is “[One Minute] Later.” We had so many endings. I was just taking a lot of chances and covering my ass in a million different ways. And then everyone breaks out into the giant dance sequence.
Rogen: I was brought to a recording studio to record my part. I'm a very bad singer. And that was a very upsetting moment in my life.
Townsend: It was shot in these little bluffs up in Glendora. It's just so fucking funny.
White: Seth with his shirt off …
Rogen: Anne Fletcher, who later went on to direct me in The Guilt Trip, was our dance choreographer.
Lynch: We shot it way in the beginning. I had done a bunch of sketch comedy with my friends from Chicago. We always ended our shows with a musical number we had no business doing. It kind of felt like that, where you just commit 100 percent. And everybody did.
One day Steve said, "Maybe I just break out in a song." And I said, "Oh, yeah! Maybe you just start singing ‘Let the Sunshine In.’”Apatow
Banks: That was so exciting because everyone was there. I recall sort of running up a hill and down a hill and flying around and learning some moves and learning the song. I just remember it was very joyous.
Keener: There was a trampoline to get a shot, so everybody would jump and do something. That was kind of like the movie. “Here's your setup. Go jump!”
McGuire: This scene was orgasmic for me to re-create because it was real. I lived on the top of a mountain in Mendocino in the ’70s. It was just a re-creation of something I had experienced.
Rogen: I remember Jonah getting heat stroke. It was unbelievably hot and we were dancing, and Jonah was in long pants, a full-on tracksuit jacket, and a poncho for no reason. He got quite sick.
McGuire: It was a long, long day. But he looked amazing, and we won't forget that.
White: It's such a perfect way to end the movie because it changes the vibe. It's an upbeat, happy thing. I think it changed the preview numbers in a positive way because it made you leave the theater with that tune in your head.
Apatow: It's funny because you look at it now, and it very much feels like a Bollywood movie. We didn't know this was something that they had been doing in India for decades.
Parent: I always liked that ending. You've been through this cringe-inducing journey for this character that this celebration would feel so cathartic. And that's exactly what it was.
Apatow: After Garry died, I found his script notes for The 40-Year-Old Virgin. They said: “It's not really about the sex. It’s about love.”
Interviews have been edited and condensed.
