Judd Apatow Reveals His Penis Rule — '5 Seconds Yes, 20 Seconds No' — and Talks About 'Girls' Sex Scenes Banned by HBO

Apatow says HBO warned "We literally could lose our license"; he also defends President Obama's Funny or Die appearance and discusses his cult classic "Freaks and Geeks."

HBO refused to allow executive producers Judd Apatow and Lena Dunham to film controversial sex scenes that might have included a male erection onscreen, Apatow told students at Loyola Marymount University on March 12.

"There have been things on Girls where HBO has said to us, 'If we put this on TV, we literally could lose our license to broadcast,' the filmmaker said. In one particular case, "Let's just say it's something you see in adult film. Elements of sexual intercourse. The high points of sexual intercourse."

He said he understood why the sex scene was forbidden, though he did not elaborate on the particulars of the scene and when it would have been shown on Girls, now in its third season. "Cause then you're home watching HBO, you watch Hope Floats, then you see that on Girls. It's good. It's all good. And I understand that. But that's our job is to try to figure out where the line is." In his past work, he said, "We've experimented with the limits of what people can handle. We've had a male organ in movies. We found out that 20 seconds of someone naked is probably too much, and people will leave the theater if you have full frontal nudity for an extended period of time. But if you make it five seconds they'll laugh and say it was great. So basically that's the ratio of how much penis people can handle in a movie. Five seconds yes, 20 seconds no. We're always going too far and then deciding where the line is."

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Apatow also shed light on his angry response to one audience member at a Girls panel Jan. 9 at a Television Critics Association gathering, when Dunham was asked why her "character is often naked at random times for no reason." Apatow shot back at the journalist: "Do you have a girlfriend? Does she like you?"

He explained it was the form of the question and not its content that bothered him. "I got really mad," he said. "People wrote about it. But it was about how the guy asked it. He was just really nasty and there was a really nasty tone in his voice. Every interview we ever do people ask about the nudity. We don't care about that. That's just a part of the show. There was just something really awful in how he was communicating with us." Asked whether criticism troubled Dunham as much as him, he said: "You know, so little it doesn't even make sense."

Apatow said fans can expect Girls to run six seasons."We've talked about doing six seasons," he said. "I guess that could change. It's not set. I think we're all committed that we'll do six." No ending has been worked out yet. "But we've talked about it. It makes you respect the ending of The Sopranos. … You think about, how do you end a series? The idea that you just stop and leave people there is so genius, it's such a great idea. It's such a great way of saying, 'It doesn't matter. This is their life and now we're just going to leave them to it.'"

Among recent things that have impressed Apatow in the comedy world, he singled out the Zach Galifianakis Funny or Die interview with President Obama while admitting he had tried to get the president to appear in Anchorman 2: The Legend Continues.

"There was a moment when we were trying to get [Obama] to do a cameo in Anchorman 2. People kept saying, 'I think it's possible.' And I'm like, 'We're not going to get the president to be on Anchorman 2,' but then he did [Funny or Die]. But he has something he wants to say. I think if people feel like everybody is so cynical that comedy is one of the only ways you can reach people. If you just sincerely say, 'This healthcare will be good for you,' people will be like, 'Get the f--- out of here.' But if you're in a funny sketch and you slip the information in, that's more powerful, and I think that a lot of people are looking for ways to do that. The president is so funny it's crazy. I think he's so funny, he's afraid for the country to know how funny he is. If you knew how funny he was, you would be really scared."

In addition to his long-delayed Simpsons debut, Apatow says he's directing Amy Schumer's film Trainwreck, "a romantic comedy between Amy and Bill Hader from Saturday Night Live," and a film written by Paul Reubens and Paul Rust, tentatively titled Pee Wee Takes a Holiday. "We're pretty close to getting that going," said Apatow.

But fans may have to wait forever for a sequel to Apatow's canceled 1999-2000 cult show Freaks and Geeks, which launched Seth Rogen and Jason Segel. "Freaks and Geeks would probably have a really sad reunion show," said Apatow. "It would have to happen at a prison or at a hospital. We didn't think [many] those people would do very well."

Future Hollywood Masters interviews will feature Gary Ross, John Singleton and Disney Studios' Alan Horn. Previous interviewees include Alfonso Cuaron and David O. Russell.

A full transcript of Apatow's interview follows on the next page.

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STEPHEN GALLOWAY: Hi everyone, I'm Stephen Galloway and welcome to The Hollywood Masters, filmed on the campus of Loyola Marymount University. My guest today is really the reigning king of comedy, as you all know. His list of credits is just extraordinary; it's writer, producer, director. He's the hub of an extraordinary wheel of comedy that influences not just what we think is funny, but what other people think is funny. He's been responsible for films from Bridesmaids to Knocked Up to 40-Year-Old Virgin and television shows like Freaks and Geeks and the current Girls. I'd like to welcome Judd Apatow.

JUDD APATOW: Hello. I'm on so much DayQuil right now. This show should be sponsored by DayQuil.

STEPHEN GALLOWAY: It's the other stuff that you might be on that I'm more interested in.

JUDD APATOW: I know. I wish.

STEPHEN GALLOWAY: Let's talk about growing up and when you first got interested in comedy. Do you remember the first things that you found funny? And what drew you to that?

JUDD APATOW: I found the Marx Brothers funny. That was the first people that made me laugh. I've thought a lot about it since— the why did I like the Marx Brothers so much when I was 8, 9, 10 years old — and I think that they're just so rebellious. And I must have been angry because I feel that the Marx Brothers —can I curse on this?

STEPHEN GALLOWAY: Yeah. We'll bleep you.

JUDD APATOW: I feel like they're just telling everybody to f--- off, you know? It's just, money is ridiculous, class is ridiculous, politics is ridiculous. And as a little kid I must have appreciated somebody who was telling everyone off in the way that I probably wanted to. I also liked George Carlin a lot when I was a kid. My dad played Bill Cosby records for me. And then Steve Martin hit and my mind was blown. That was the big moment for me.

STEPHEN GALLOWAY: You drove past his house at some point. Feel free to tell them rather than me. What happened? You drove past his house, you asked for his autograph.

JUDD APATOW: Yes. Well I always feel bad telling this story because it's my only good story. But it's a weird story because Steve Martin meant so much to me. I always felt like this in some way motivated a lot of what I did afterwards. I was 13 years old and obsessed with Steve Martin, and we would drive by his house. Anytime we went anywhere, when I visited my grandmother in California, I would say just make sure you pass by Steve Martin's house. And then one day, when I was 13 years old, he was outside washing his car or something. I jumped out of the car and said, "Hey, can I have your autograph?" He said, "No, I don't sign autographs at my house." So I said, "Well, would you sign it in the street?" and he said, "No, seriously, because then everyone will come to my house," which I understand now. If someone comes to my house, I call security. I would really be afraid of having an enormous amount of people knowing where I live. No one cares where I live, but he was like Rihanna at that moment. He was making selfies of himself with tiny bikinis. There was no bigger star on Earth. So it made sense to tell me to leave. But I didn't understand that at the time, so I wrote him a note which I put in his mailbox that said: "Dear Steve, You are the funniest man in the world but you treat your fans like crap. And you wouldn't live in that house if I didn't buy all your records and go to all your movies. So, if you don't send me an apology I'm going to send your address to Homes of the Stars and you're going to have tour buses passing by your house 24 hours a day." And it might have been another three pages of that. And then about six months later in the mail I got a book of really funny short stories he wrote called Cruel Shoes. On it he wrote: "To Judd, I'm sorry. I didn't realize I was speaking to the Judd Apatow." So that was in 1980 -- it was 34 years ago, when I was 13 years old. I think I thought, "I must have made him laugh. He made a point to send me that and, wow, I made Steve Martin laugh." I think that was the impact of it.

STEPHEN GALLOWAY: At that point did you think, "I could have a career in comedy?"

JUDD APATOW: Well, my dream was to be a stand-up comedian. I didn't think about making movies. I just thought I wanted to be Seinfeld or Leno or something like that. Maybe secretly I wanted to be Bill Murray. I probably didn't think that was possible, but I thought, all those guys were from Long Island, Paul Reiser, and I thought I could maybe do something like that.

STEPHEN GALLOWAY: So what happened with that dream? Because you didn't become a stand-up.

JUDD APATOW: I did stand-up for about seven years. I was on the Young Comedians Special. I had an ascending stand-up career. But I would work with people that were so good -- you know, Jim Carrey and Adam Sandler -- that I thought, "I don't think I'm as good as them and I don't think that I'm ever going to be as good as them." That might have just been insecurity or a lack of belief that anything about my life and my story was interesting. I seemed to do better when I would write jokes for them than when I performed them. And I needed money. I had no money to pay my rent. So I would write jokes for other comedians to pay my rent.

STEPHEN GALLOWAY: Do you remember any of them?

JUDD APATOW: I wrote some jokes for Jeff Dunham and [his puppet] Peanut.

STEPHEN GALLOWAY: That sounds like a joke in itself.

JUDD APATOW: Remember Jeff Dunham and the old man puppet? Walter, the old man puppet? He'd say, "I got this puppet -- this old man puppet. I need old man jokes." The only one I remember is, "They say sex gets better when you get older. Hold on to that dream." You get 50 bucks for something and you're like, "Wow, 50 bucks for that? That took like 1 second to do."

STEPHEN GALLOWAY: What interested me is that your mother worked. … When you were a teenager your mother got a job, your parents had to split up, which I know affected you. I think you said at one point that all your work is attempting to repair that.

JUDD APATOW: In some way that becomes the original pain that forms your personality, when your parents fight a lot when you're young. I think it makes you think, "Oh, I can't trust authority figures because what they're doing doesn't seem to make much sense." Then you get nervous. You think, "Oh, I guess I have to figure out my opinion about everything because they disagree with each other's opinions and they're going at it hard." It changes you in a lot of ways when that happens to you when you're really young. They got divorced and they fought for many years; they fought from eighth grade till I was in college. It took them a really long time to get divorced. So it was a lot of years of people that I love not liking each other. I think it changes your whole view of reality because you don't feel safe. It made me think, "I need a job. I've got to make some money. I can't really trust that this situation is going to take care of me." It made me work very hard.

STEPHEN GALLOWAY: Do trust authority figures now?

JUDD APATOW: No. I'm so mad that the government is looking through all my shit all day long. I don't understand why people aren't more mad about it.

STEPHEN GALLOWAY: Have they found anything you can tell us about?

JUDD APATOW: Every day you hear, "They could actually look at you through the camera in your phone." And no one seems to mind. We're all just happy that there's free porno on the Internet and so we don't mind that they're looking at us. They're masturbating to us. That's the weird part. So you may have free porno.

STEPHEN GALLOWAY: Your mom got the job in The Comedy Store. Was that for her or for you?

JUDD APATOW: Well when my parents got divorced, my mom moved to South Hampton. My parents owned a restaurant and the bartender was this guy, Rick Messina, who later went on to manage Tim Allen and Drew Carey. He opened a comedy club and my mom took a job one summer seating people at this comedy club. It took me a long time to realize she couldn't have really made any money doing that. I don't know how much money you get for seating people at a comedy club for four or five hours. And now I realize it was just a way for her to let me watch the shows, because that's all I wanted to do. So that becomes more of a special thing. At the time it was a rough moment because we were a very upper-middle-class family and suddenly we had all sorts of financial problems, and my mom was a waitress for a while, then she was selling ads at a radio station. But I liked that she had those jobs. So when I was a kid I was like, "Yeah, that's what you do." She hated it. She hated that she had to suddenly work at a diner. But I thought it was the greatest thing ever. I thought, "Yeah, you just work hard in life. That's what it is."

STEPHEN GALLOWAY: What did you learn in that comedy club?

JUDD APATOW: I remember I saw Jay Leno that summer, I saw Paul Provenza perform that summer. I watched every show that summer. There'd be like five shows on a weekend. I don't know what I learned. I just thought, "That seems like fun." That's your life? You get up at noon and you do that for an hour and that's it? Why doesn't everyone on Earth want to do this? And no one really did. At the time comedy clubs were just beginning to boom. So maybe there was 100 comedians in the whole country. So I thought, "I could do this." There's not a million people trying to do this. There's 100 or 200 people trying to do this. So it made me think if I really put in the time, I could be part of this group of comics.

STEPHEN GALLOWAY: Did you find comedy easy at that point?

JUDD APATOW: Well, I didn't work up the courage to do it till my senior year of high school. I got a job as a dish washer and a bus boy at a comedy club just so I could watch. Then my senior year, after interviewing all these comedians — I would interview them for my high school radio station — I worked up the nerve to do it. I was terrible for years. I mean, not kind of bad, but really bad. In my head I thought, "This is going to take a long time so it's OK to be bad." That's what I learned when I interviewed comedians. They all say it take seven years to be a comedian. So as soon as I started doing stand-up I thought, "All right, it takes seven years and we're in month one now and I'm awful, the audience hates me. But I guess this is the arc of how this will go."

STEPHEN GALLOWAY: What made you bad?

JUDD APATOW: I had no life experience. When you're 17 years old all you can really talk about is how girls don't want to have sex with you.

STEPHEN GALLOWAY: Well don't tell them, they all think …

JUDD APATOW: And now I just make movies about that experience. I guess that subject has never not been my subject.

STEPHEN GALLOWAY: You went to USC, writing. You didn't remain there. You very quickly started working as a writer, especially with Garry Shandling. You worked on what was really just a seminal television show, The Larry Sanders Show. How did he shape your thinking about comedy?

JUDD APATOW: The first things I did were variety specials, and I would write for Roseanne's stand-up act. Or I wrote the Grammys for Garry Shandling. I wrote jokes for him. But then he hired me at The Larry Sanders Show. We did the Ben Stiller sketch show. That got canceled very quickly. It was my first time working with stories. There was no pressure for me. I worked there two days a week as a consultant, which meant I sat around a table and we went through the script and we just tried to beat the jokes and we talked about stories. But a lot of it was just pitching jokes. While we did that, Garry would come in and he would tell us what was wrong with the story. A lot of the stories came from Garry's life. Something would happen to Garry and he would find a way to make it a part of the show. So, Dana Carvey did a really mean impression of Garry on Saturday Night Live and then he called to apologize. And Garry said, "That's OK, we'll just do a Larry Sanders about it." And then we did do a Larry Sanders about it. And it made me realize that the best comedy is very personal. That there is a fun blurry line between what's your real life and what's fabricated that I wanted to do in my work.

STEPHEN GALLOWAY: Is there a risk of falling into narcissism with that?

JUDD APATOW: I think it's all narcissism. I don't think anyone makes movies because they are thinking about people. I think even the most serious important movies, the director's thinking, "People are going to like me because I'm doing this." So I think that's OK.

STEPHEN GALLOWAY: Have you been shocked when they don't? When they don't like you?

JUDD APATOW: Like what I do? Well, my self-esteem is low enough so that it's not surprising. I assume that it's going to happen. Then when people hate something you can just deal with it by going, "Oh man, this is so cool they don't even get it."

STEPHEN GALLOWAY: Well I want to talk about how you reacted to, and I think your self-esteem was quite shaken when what's now become a classic, Freaks and Geeks, was canceled. Let's watch a clip from Freaks and Geeks then we'll talk about that.

[CLIP Freaks and Geeks]

STEPHEN GALLOWAY: It's really so good and the acting is so wonderful. How did this come about and what went wrong?

JUDD APATOW: Paul Feig was a friend of mine whom I did stand-up with, and he was in a movie that I co-wrote with Steve Brill called Heavyweights. I said to him, "Hey, if you ever have any TV ideas, let me know. I have this deal." Then one day he just handed me an envelope with Freaks and Geeks in it. I just fell in love with it instantly and I realized that his childhood was similar to my childhood. We were nerds. I also had a year when I hung out with the burnouts from our school. We set it up at NBC at a moment when there was no president at NBC. The president had left so there was this hole in the administration. So one of the upper-level people really liked it. He didn't challenge us on any of the casting. He just let us do the pilot. Before we knew it we were on the air. When we got on the air, then the new president came in and suddenly they had all of these notes. We just decided that we didn't want to ruin the show so we didn't take any of the notes, which they didn't like very much. That's why we didn't last long. But we took all the ideas that we had for five years and we compressed them into these episodes because we thought, "We're going to get canceled any second." Let's just make the greatest thing ever. So we made no adjustments for them. They said, "They're so depressing; can't they have more victories?" I said, "Well, that's what the show is about. It's about how you deal with failure and how your friends support you." They didn't understand that at all. I remember we tried to do something that would make them happy, so we had Sam Weir [John Francis Daley] go on a date with the cheerleader, Cindy Sanders [Natasha Melnick]. Then he takes her to see The Jerk, the Steve Martin movie, and she doesn't like it, so he breaks up with her. I think that's why we got canceled. [The network] just couldn't believe that's how we wanted to tell these stories. To me that's what was interesting about it. Jason Segel's character was a terrible drummer and this dream of being a drummer was not going to come true. And you don't see a lot of that on television, even now.

STEPHEN GALLOWAY: You have an amazing cast, which we didn't see in this clip: Seth Rogen, obviously, James Franco. How did you meet Seth? Did you think he was going to be a star?

JUDD APATOW: I got a tape of all these actors from Vancouver. We wrote a generic scene and had everyone read it. The scene was about a guy talking about how his dream was to grow pot underground, and then above it he would have corn, he would grow corn. Then if the cops ever came he would blow the entrance to the pot that was underground and go, I'm just a corn farmer. Seth was really funny and super weird back then. He really talked like this. He was a total cartoon. Then we saw him in person and he was even funnier in person. We thought, "Let's just chuck him on the show and let him chime in here and there." He wasn't even in the script. We just thought [he] should be around. I don't even think we got him approved for casting. We just said, "Here's the cast and here's this other guy who's just going to be there." Then slowly we got to know Seth and realized that underneath his gruff Canadian exterior was a sweetheart of a guy who was ingeniously funny. He had already written a first draft of Superbad when he was 13, 14 years old. When I would bring him in my office to improvise — because sometimes I couldn't figure out a scene and Paul Feig and I would bring the actors in and we would just say, "Well, what would you say?" — he was one of the funniest people I had ever met, even at 16 years old. And then we shot an episode where he gets a girlfriend. I remember watching it with Jake Kasdan and Jake just goes, "Oh, he's a movie star," and we got very excited.

STEPHEN GALLOWAY: How much do you improvise, not just with him, but with other people? How much of what we see is based on improvisation?

JUDD APATOW: At the end of the day, maybe it's 20 percent that gets on the screen. I like the actors to know that if they ever think of anything during any take, they can change it. What happens is then the other actor is a little more in the moment because they don't know what's coming at them. It might be the script, but it might not be the script. So everyone pays attention differently and the acting level comes way up. Some great things that we've done are only because we did improvisations.

STEPHEN GALLOWAY: Like what?

JUDD APATOW: In The 40-Year-Old Virgin, they just stumbled into this area, "You know how I know you're gay? You like soup in bread," or whatever it was. I just thought, "Oh, that's funny. Let's take 10 minutes, let's take a break, let's write 20 of these and we'll see if it's funny." Or, just even small reactions to things. I remember when Katherine Heigl had to tell Seth she was pregnant. We hadn't talked about how he would react when she's says "I'm pregnant" in Knocked Up. On the day she says, "I'm pregnant" and Seth just goes, "F--- off." And I never would have thought to write that. That doesn't seem like the logical reaction. I'm pregnant. F--- off. If you typed it, it wouldn't be right. He just knew, do what you feel. And those moments happen all the time.

STEPHEN GALLOWAY: You have had one or two accusations that some of the films may seem homophobic. How do you react to that.

JUDD APATOW: Sometimes people get confused about behavior versus overall intentions. A lot of the movies are about insecure, immature people. So that's how they behave. But the totality of the story is about how you have to grow out of that. I think for some people, they can't see the forest through the trees. Is that the expression? From the trees? For the trees?

STEPHEN GALLOWAY: They all know. Well educated.

JUDD APATOW: This is why all my characters are stoned. I don't know big words. I don't know the expressions.

STEPHEN GALLOWAY: It's interesting because also, there was one accusation that there is a certain sexism in your films. But I can't think of a filmmaker who is actually creating strong roles for women. Did that upset you?

JUDD APATOW: I don't know. It didn't upset me that much. Other things in life have upset me more than that. I think it's funny to be immature, I think to be a goofball. On some level, all sorts of awful behaviors, sexism being one of them, is really funny because it's so wrong. So we laugh at it [because] that's a way to say to each other, "Yeah, we don't want to act like this." So it's just like Archie Bunker being racist. The point of it is: Let's not do this. So we're mocking that type of behavior. But some people don't get that. They just see one level of it.

STEPHEN GALLOWAY: Do you ever think, Why do we laugh?

JUDD APATOW: Why do we laugh? We laugh because life is awful, most of the time. So we have to laugh about it.

STEPHEN GALLOWAY: But not your life.

JUDD APATOW: Well I think that everybody has their moments. Existentially, yes, we all have our larger mental problems and things we struggle with. Everyone's life is a sea of great things and awful things, so we have to just get through it. So some of the laughing is just like the Marx Brothers. It's like a way to say f--- you to this whole setup. I could speak in very dark terms about it also. We go through things that we can't even believe are happening. People get sick, people die, we watch this happen, and if you don't take your shots back at it, then you're just in your room depressed.

STEPHEN GALLOWAY: When Freaks and Geeks was canceled, how depressed were you about that? I think Seth Rogen said, when I did that profile of you, that it had such a bad impact, you had to have major back surgery from the stress.

JUDD APATOW:I did have back surgery during the end of Freaks and Geeks. It felt like something really special was happening and then there was this force telling us to stop. The only thing I ever equate it to — not that Freaks and Geeks is as good as The Beatles or Sgt. Pepper, but — it would be like if you're in the middle of recording Sgt. Pepper and someone came in and said you have to stop. And you're never allowed to see each other ever again. And that's what it felt like. No, this is magical, how did this happen that we're all here and we're doing this and it's working? And then someone just pulls the plug. As a child of divorce, any time any relationship which breaks up, I take very hard. I did wind up having some disk surgery at the end of that experience. But maybe that was from bad posture.

STEPHEN GALLOWAY: You went through a difficult period there because you did several pilots didn't get picked up.

JUDD APATOW: That's true. I did a pilot about unemployed actors who live in North Hollywood; it was called North Hollywood. The actors were Kevin Hart, Amy Poehler, Jason Segal, and January Jones. And so I did that pilot and it was really funny. Curb Your Enthusiasm just came on and I thought, oh that's a pretty great way to do a show. We could do our half ass version of something that loose. And it was really funny but it was for ABC and they wanted something much more traditional. And we did something really edgy and out there. But at the time it was the same thing. I thought these four are just killers. And then you never get that chance to have that story…

STEPHEN GALLOWAY: Is there any chance you'd revise some of these?

JUDD APATOW: I don't think so. I mean, who can afford Kevin Hart anymore? He's very popular.

STEPHEN GALLOWAY: I thought it was interesting that you wrote, I guess earlier than then, The Simpsons script. Now, a quarter century later, they're filming it.

JUDD APATOW: That's right. One of the first things I ever wrote was I tried to write a Simpsons spec script. So you would write a script to a show, they wouldn't want it but you would write it anyway, as a sample to get a job on any TV show. So I wrote an episode of The Simpsons, after only six Simpsons have aired. How many have aired so far? Hundreds. So this is 1990? Something like that, '89? I was at a panel and I told the story of it and then they said, oh we'll do that now. The story is about Homer taking the family to a hypnotism show. They make Homer think he's ten. Then the hypnotist has a heart attack. So now Homer is ten he and Bart become best friends. And it's about, when it's time to bring him back to his appropriate age, he doesn't want to grow up and they run away so that he can remain friends with Bart and not have adult responsibility. I mention it at this panel as an example of the stories I like, and then I realize that, I guess I've re-written that story for the next 25 years, that every story I've ever written is someone not trying to grow up.

STEPHEN GALLOWAY: Are you going to change? And write different stories?

JUDD APATOW: Am I going to change? I guess you always think you're writing something different, but you're really not. In your head, this is so different. But then five years later you're like, it's the exact same movie. So I don't know but it's been exciting to see them. And then they re-write most of it and they're so funny you can't believe it.

STEPHEN GALLOWAY: They really do rewrite? But do they consult you?

JUDD APATOW: Yes and I've been giving notes and it's been collaborative. But man are they funny. They're on another level and it's been great. Al Jean and Mike Reiss, who produced The Critic, it was one of the first shows I was ever on, Al Jean is still running The Simpsons, and it's been great to just reconnect with him.

STEPHEN GALLOWAY: The premise you're talking about is interesting because you see it in the next clip that I want to show, 40-Year-Old Virgin.

[CLIP 40-Year-Old Virgin]

STEPHEN GALLOWAY: So how did 40-Year-Old Virgin come about?

JUDD APATOW: I had just produced Anchorman and Steve Carrel was so funny every day. We were all just astounded at how funny he was on set, improvising. So I just said, do you have any ideas that you want to do as the star of the movie? Anything you want to write? And he said, well there was this sketch we played around with at Second City where there was a poker game and slowly you realize that one guy's sex stories are all made up and he's a forty year old virgin. I just connected to that idea. I understand what that is. And so we wrote it together and they let us make it.

STEPHEN GALLOWAY: It all flows so smoothly. Was it difficult to write?

JUDD APATOW: It wasn't at all. I don't think I've ever written anything more personal than that, in terms of just fear of humiliation, and bad dating. It wasn't hard at all. And Steve is so funny. He came up with so many of these incredible set pieces. We couldn't figure out the ending for a long time. We knew it had to end with sex. And then we were like, how do you show the sex? That's kind of gross. You're going to show Steve Carell just having sex in the end? So what is this? Garry Shandling would always give me advice and he kept saying, the key to this movie is that he falls in love and so his sex is better than all his friend's sex because he found true love. You have to find a way to show that. And I couldn't think of how to do it. One day Steve said, well maybe afterwards I just sing a song. I said, yeah, like "Let the Sun Shine In" from Hair. And that was it. You have those moments when it just hits you in one eight of a second. Then we came up with that idea that they have sex then we cut to '5 Seconds Later'. And then she says let's try it again.

STEPHEN GALLOWAY: This is your wife Leslie Mann. Is it hard to collaborate closely with your family?

JUDD APATOW: No because Leslie is so funny, and she's also been such an inspiration for everything that I do. She's really a very serious actress that been sucked into my comedy world. So all she cares about is being very honest and real and raw. When you're married to an actress you see all the scripts they're offered and you see what's wrong with a lot of them. So it inspired me to write better parts for women just reading all of the bad parts that are in most of the scripts floating around town. She's hilarious, so many of the great jokes are hers. She's the one who really wanted to vomit on Steve at the end of that sequence. I was going to cut it out, I had a whole other ending and she's like, no I gotta vomit on him. How can you have a wife that's better than that? She made her own vomit. She's also very brave. She's willing to go to very emotional places in the work. Especially This is 40. We had a lot of very serious talks about relationships and what we wanted to say about this stage of life. That work is a real collaboration.

STEPHEN GALLOWAY: Do you have the same tastes in comedy?

JUDD APATOW: I think we're pretty close in what we find funny. Once I said that she didn't have the same taste as me and she didn't agree. What do we like in comedy? Extras made us laugh a lot. We would just sit in bed and laugh at Extras, the Ricky Gervais show. Yeah, I think so. I think we laugh at most of the same stuff.

STEPHEN GALLOWAY: What do you like in comedy? What do you look for?

JUDD APATOW: I like honesty. I like something that's innovative. I've seen a lot of comedy so if it comes at me from a weird angle, I tend to laugh. Garry Shandling always talks about getting to the core of things, people's truth, and when I feel like someone is revealing something to me, that's when I get excited. That's why I like Tiny Furniture, Lena Dunham's movie, 'cause it was so specific and so raw and you could tell she was giving up everything in this movie and that's what I respond to.

STEPHEN GALLOWAY: Is there any kind of comedy you don't respond to?

JUDD APATOW: I don't think movies like you feel like it's a package. Like, someone thought, if we do this premise it's going to make a lot of money. If there's nothing heartfelt about it, you could tell. When it's a joke idea and people chuck in emotions just 'cause you have to. That's the kind of movie I don't like.

STEPHEN GALLOWAY: What about sitcoms where there's the set up, gag, set up, gag? Which is so not what your work is.

JUDD APATOW: I don't mind that if they're good. There's a lot of TV shows that are just all jokes. And if the jokes are fantastic, I think it's as good as anything else. I always respect a great well-written joke. I'm a big sitcom fan. Some of my biggest influences are probably Norman Lear, and James Brooks, and all their work in television.

STEPHEN GALLOWAY: Everybody says we're going through the Golden Age of television now but they always talk about the dramas: Breaking Bad, Mad Men. Do you think it's true of comedy too?

JUDD APATOW: Is it a Golden Age of comedy? I think it is a Golden Age of comedy generally. We don't have All In the Family but we have South Park, we don't have Taxi but we have The Office, and Parks and Rec, and 30 Rock. Everything's better in retrospect, but it's amazing what's happening in comedy now. Louis' show, if that was all there was it would be a Golden Age of comedy.

STEPHEN GALLOWAY: Louis C.K.

JUDD APATOW: And I think with Second City and UCB and all the great stand-up comedy that's happening right now, it feels like there's way more great comedy than when I was a kid when there would be two movies a year. You'd flip out that Stripes came out. But that was probably it for the year. And there wasn't anything else.

STEPHEN GALLOWAY: Do you think there's anything that's off limits in comedy? You've pushed the boundaries a lot.

JUDD APATOW: No, I don't think anything's off limits, if your heart's in the right place. You can do a Holocaust comedy if your heart's in the right place, and your Roberto Begnini you can pull that off. You can just tell if somebody has something to say that is uplifting to the human spirit. If you're cruel it's going to be awful and people will let you know. I think you should be able to talk about everything.

STEPHEN GALLOWAY: Have you had a situation when you said, no we can't put this in, this is just too much.

JUDD APATOW: All the time, all the time. We've experimented with the limits of what people can handle. We've had a male organ in movies. We found out that 20 seconds of someone naked is probably too much, and people will leave the theater if you have full frontal nudity for an extended period of time. But if you make it 5 seconds they'll laugh and say it was great. So basically that's the ratio of how much penis people can handle in a movie. Five seconds yes, twenty seconds no. We're always going too far and then deciding where the line is. There have been things on Girls where HBO has said to us, if we put this on TV we literally could lose our license to broadcast.

STEPHEN GALLOWAY: Like what?

JUDD APATOW: I can't even describe it on your show. It could hurt your career.

STEPHEN GALLOWAY: I have no career to hurt. Feel free. But what specifically were you unable to show?

JUDD APATOW: Let's just say it's something you see in adult films.

STEPHEN GALLOWAY: Oh, wow sexual intercourse.

JUDD APATOW: Elements of sexual intercourse. The highpoints of sexual intercourse.

STEPHEN GALLOWAY: Would you have wanted to show that? Was it a discussion?

JUDD APATOW: Sure why not? I don't know, why not?

STEPHEN GALLOWAY: So does this exist somewhere that we're going to see a DVD of?

JUDD APATOW: 'Cause then you're home watching HBO, you watch Hope Floats, then you see that on Girls. It's good, it's all good. And I understand that, but that's our job is to try to figure out where the line is.

STEPHEN GALLOWAY: You used to respond pretty angrily to executives. Once I know you told me you sent somebody a letter saying, you've already, can I say this? You've f---ed me in the ass once and your dick is still there and you're going to do it again.

JUDD APATOW: No, I said, how is it possible you're f---ing me in the ass when your dick is still in me from the last time?

STEPHEN GALLOWAY: Exactly. This will be bleeped many times.

JUDD APATOW: Is this what Alfonso Cuaron said on his episode? Kind of the same thing?

STEPHEN GALLOWAY: Word for word. So, how do you handle those conversations now?

JUDD APATOW: I'm better now but when you haven't ever made anyone money, they just question everything you do and they doubt that you know what you're doing. Then, if you succeed a few times, they tend to step back and say, well I'm doing my job because he knows what he's doing. So it's been easier because we have a track record. But in the beginning they just didn't believe anything that we were doing was good. When we did the TV show Undeclared our first thought was that Jason Segal would be the lead, and they said we don't want Jason Segal to be the lead of this show. And I couldn't believe it. I thought, Jason Segal? This is like the greatest, funniest, most likable guy ever. So I said, what about Seth Rogen? He could be the lead of a show about college. They literally in like one eighth of a second said no. It was the craziest ever to imagine Seth Rogen as a star of a show about college. Luckily we found Jay Baruchel who was fantastic, who we had seen in Almost Famous. But that's what you go up against. I remember being in the rooms where we were pushing to make a movie with Jim Carrey during the first season of In Living Color, and people not being interested in that. And two years later he's the biggest comedy star the world has ever seen. And so, it drives you mad, because you could see it. I want to see that, that would be fantastic, and you lose those arguments. But eventually it happens when people are talented

STEPHEN GALLOWAY: A friend of mine was negotiating to get Jim Carrey for a film and Carrey wasn't a star. He'd done television. They'd wanted him, they didn't want to pay more than half a million. Carrey absolutely wanted to get paid $1 million. No we'll give you seven fifty, no. So there was a complete stand off. And then Ace Ventura came out and over night the price went up to seven million that they ended up paying. The film was Dumb and Dumber. We're talking about pushing the boundaries but the most interesting boundary that you pushed for me is actually how serious you're prepared to go. I want to show a clip, you know this is my favorite film, it was Funny People because you go right to the limit of, where is it even funny? And it's a brilliant scene. Let's just watch a clip from Funny People.

[CLIP Funny People]

STEPHEN GALLOWAY: I'm curious did everybody like that scene? Do you all find it funny? There's a slight hesitation, which I like. Did you want it to be funny? Did you want it to be serious? What did you think going into this?

JUDD APATOW: With that scene, I had lived through a scene like that. My mom, I went with her to see her cancer doctor, so I was there at this moment where she was waiting to hear if the chemo worked and the chemo did not work. And the guy had an accent like that. And I'm sure, just somewhere… and it was not funny, there was no humor in the moment. But years later you remember that and you think, how do you survive such moments and if you're a comedian how would you handle it? Because that's the only weapon he has, is that he can handle the heckler, he can tear people apart with his words and that's all he has left. When you make a movie like that it's tricky because you're trying to talk about heavier issues, about life and death and the choices you make about what's important to you and how you want to live. And I wanted to do it through a very flawed person. So the idea was, what if you made a movie and the guy was just on a rampage the whole movie and at the very end the only thing he learns is maybe I should be nice to Seth. Like, I'll start there. So we had this moment at the end where he writes a joke for Seth, because he's a very selfish person. Just the idea that he would take five minutes to think of what would he get a laugh from, would be some growth, but a very small amount of growth. Something that I noticed when my mom was sick, after several years being sick she passed away, but during that time there'd be times where she thought she was going to get better. And there were times when she didn't think she was going to live. And when she didn't think she was going to live she really calmed down and got really cool and relaxed and you saw she looked at the world differently and I think she was happier in those moments. Then when they told her, oh we think the medicine is working, she would get anxious again and worry about life and bills and work and relationship and suddenly she was all stressed out. So that inspired in me the idea of this guy that's on this journey.

STEPHEN GALLOWAY: So there's this gap between the idea and the execution. And I was thinking watching that, I've watched that several times, how easy it would be to execute it the wrong way. I wondered if you had discussions with Adam Sandler about how serious to play this and if you had discussions with the doctor about, well do we give him some joke lines? What went through creating that?

JUDD APATOW:Almost none of that was in the script. Some days you just get there and you go, I don't think the scripts good, I don't think we have anything here. What should we do with this guy? We know it was a scene where he got bad news but then the actor came in and he was tall and he looked like Bjorn Borg, and you just think, I think maybe that's what the whole scene is about, is attacking this man. Which is what we want to do when doctors have bad news. We can't because we need them to help us. Adam was so in the pocket with what the tone was. So there was never a question of tone because Adam can be so real and so funny, and that was the great joy of making that movie, was how great Adam was everyday. We had known each other for a very long time.

STEPHEN GALLOWAY: You were roommates.

JUDD APATOW:We were roommates when we were first starting out as comics, and his whole approach to the work and how collaborative he was and how hilarious, but also I didn't have to direct him much in terms of the dramatic acting. He really was right there for that.

STEPHEN GALLOWAY: Did you go through a day of improv and then write it down? Or do you just do different versions and then work it out in the editing?

JUDD APATOW: There we just went for a long time with that guy. There's six insults; we probably did 60 to him. And he really was thrown because it wasn't on the page so he sits down and then Adam just tears him apart to his face. That's why he seems so thrown in the scene because he wasn't told, we're going to humiliate you today. The same happened when we did This is 40 when Melissa McCarthy attacks the principal. Suddenly she's like, "You and your f---ing bob haircut." And that woman just had a bob haircut -- a great acting coach, Joanne Baron. She didn't know we were going to make fun of that haircut. She was proud of that haircut. But then you get real reactions out of people.

STEPHEN GALLOWAY: Melissa McCarthy's really extraordinary. You really propelled her career to a new level through a film I think everybody here must love. Let's take a look at Bridesmaids.

[CLIP Bridesmaids]

STEPHEN GALLOWAY: Do you find that funny watching it again?

JUDD APATOW: I always find that funny. What not to find funny there? But what I like about it is that what it's really about is that she can't afford to be the maid of honor, and so she brings them to a really inexpensive restaurant and then she will not admit that this is her fault. So I think that's really why it's so funny because it's really about not taking responsibility as everything is going bananas around you.

STEPHEN GALLOWAY: How did Bridesmaids come about? You knew Kristen Wiig, did you know Melissa before that?

JUDD APATOW: I didn't know Melissa. Melissa was someone that Kristen knew from Groundlings. I saw the first season that she was on Saturday Night Live and I thought she was funny so she was in Knocked Up. She played one of Katherine Heigl's bosses at E!. She was so funny, we couldn't even believe how funny she was. She didn't even have any lines. I just said, why don't you be the other executive and just chime in. And she was on fire. For three hours she just crushed it. So I said, if you have any movie ideas let me know. That's kind of my M.O. Someone's really funny—you got any movie ideas? And she came in with Annie Mumolo and she had this idea for Bridesmaids. We worked on it for years. It took a very long time to get it exactly right for a long time.

STEPHEN GALLOWAY: Why, what changed in that script?

JUDD APATOW: I think in the very beginning they knew it was about the shame of having all your friends do better than you. But there was a lot of discussion about, what's the movie about? What's the journey for this person? And then we had to figure out how to make that funny. It is years of, why do you want to make this movie? What is this about, separate from the joke? What do you want to say about women and their lives and their expectations? Then it slowly came together. She was on Saturday Night Live and very busy doing the hardest show on television. So we would do it in bits and spurts during her breaks.

STEPHEN GALLOWAY: How do you work with somebody as a producer? Do you sit down with them? Does she come to L.A.? Do you do it on the phone?

JUDD APATOW:It's all of it. I'll say come up with some ideas and we'll kick it around. I'll say I'll come back with an outline, then they'll come in and we kick it around some more. And then I go, alright why don't you try to write a vomit pass, the first draft is a vomit pass. Don't worry if it's good, just get a version of it down. Then we kick it around and we just do that hundreds of times.

STEPHEN GALLOWAY: What's the thing that changed the most from the vomit version?

JUDD APATOW:From the first version? I think so much of it is knowing what you want to say. It became a movie about personal responsibility. What it's about is someone who's failing and blaming the world for it. And when she realizes that it's her responsibility, things begin to turn around. And that sounds very simple but it does take a while to cook it down to one thought. Someone who is just terrified of losing their best friend, and being the last single person without a husband, or a family, or a good job, and she's spinning out. She's given up her dreams, she's demeaning herself with Jon Hamm, and then it's about her journey back. That's what we talked a lot about. Philosophically the movie's tracking and emotionally is tracking, then it's not too hard to make it funny when you understand the emotional beats. So we work really hard on the emotional beats. Then we think, ok now, she doesn't have money, what would happen? Maybe she would be in coach while her friends are in first class. She doesn't like that. Then she starts fighting with stewardesses. Then you can start pitching the funny parts.

STEPHEN GALLOWAY: Was it always those two main women at the beginning? And was Kristen always going to play that part?

JUDD APATOW: Yeah, it was always for Kristen. Her and Annie—Annie had been in Groundlings with Kristen—they were great friends. This was the movie they wanted to make for a very long time. There's a moment when we could have made it but we thought, I don't think the script's good enough yet and we waited another year to do it.

STEPHEN GALLOWAY: One thing that interests me is how your work has become both it's expanded in terms of there are major roles for women. It's also darkened somewhat and becomes more and more realistic. I'm talking particularly about the work you direct rather than produce. I don't think you see that anytime more than This is 40. Let's take a quick look at This is 40.

[CLIP This is 40]

STEPHEN GALLOWAY: How autobiographical is that? That's your wife, your kids. This is 40, close-ish?

JUDD APATOW: It's inspired by a lot of things that we think about. That's a fight that we have all the time, every day of our lives. It's the only weapon you have as a parent is to take away a child's phone. You use it like a hundred times a day. Do your homework or I'm taking away your phone. Go to sleep or I'm taking away your phone. It's a toothless thing because if you take it away, they lose their minds. Because they're talking to their friends all day long. And I think it makes people crazy. Because when you have a phone now, you're always talking to about 20 people and you're tracking they're daily drama. So in addition to your daily drama you're tracking twenty other kids daily drama. Then they think if they unplug that they're going to miss everything and they have a nervous breakdown. It's fun to see that. Most of that was improvised. Maud was so mad. That is how she feels. She was mad that we were even doing a scene about it. That was a day we tossed the whole script and Maud went on that rant, a whole fort rant, she was really pissed off and it's like she forgot we were making a movie. I don't think she even knows what the word fort means. But that is our frustration because we all have this dream that our kids are going to want to just like run in the woods like Opie on The Andy Griffith Show. Play in the dirt and look for caterpillars and they just have no interest any more.

STEPHEN GALLOWAY: Do you shoot with multiple cameras to catch improv?

JUDD APATOW: We always have two cameras, sometimes we have three cameras out. That was especially heavy improv day. Especially with kids, it's more interesting to see what they say and what they do. Then I feed lines to clean it up through the process. I wanted to capture their relationship because they were fighting in life a lot. In a way the arch of their story is what I wish would have happened is they learned to appreciate each other a little bit more.

STEPHEN GALLOWAY: So you shoot a scene like that and then you go home with it. What happened afterward after you shot the scene?

JUDD APATOW:I go home with it. After we shot the movie--I don't remember the scene--but with the movie I think in a way I was saying to my kids, isn't it ridiculous that you fight so much? I think it's so ridiculous, I'm making a movie about it. Afterwards, I think from watching it on some level, they saw how dumb it was and they've gotten along a lot better since they've watched the movie.

STEPHEN GALLOWAY: Did you show them the film and ask for their input?

JUDD APATOW:I didn't.

STEPHEN GALLOWAY: They don't get final cut.

JUDD APATOW: No. But I remember watching it with Maud. They just seemed shell shocked by the whole thing and then they never watch it again. Like they watch it once and they never watch it again and it's not like they're obsessed and watching themselves. It's like it didn't happen pretty quickly.

STEPHEN GALLOWAY: Do you go and watch your films again?

JUDD APATOW: I don't, if I'm channel surfing I might stick with something for five or ten minutes. I don't usually sit and watch anything from beginning to end again.

STEPHEN GALLOWAY: Is there a film that you either regret making or regret not having made?

JUDD APATOW: I don't regret making any of them because they're so fun to make. Even in the ones that don't work as well as others, the experience is still pretty great. There's movies that we wanted to make that we were never able to get made that I wish we did. I wrote a movie with Owen Wilson around the time of Cable Guy that I never got made. It was called Making Amends, and it was about Owen Wilson in A.A. and Rip Torn was his sponsor. That's like a hidden in the trunk script.

STEPHEN GALLOWAY: And this is one where he has to go and apologize to everybody he's ever known.

JUDD APATOW: He's apologizing and we learn who he is through his apologies. That was a script that I liked a lot but at the time I couldn't get anyone to be interested in it. That was in like '97, '98. So that feels like a missed opportunity because I love Owen and Rip.

STEPHEN GALLOWAY: Would you go and revive that?

JUDD APATOW: I don't know. Anything's possible. I've read it again and there's problems and I think oh I've got to fix that and sometimes I think, I still don't know how to fix it. But maybe.

cI'm wondering, being in the comedy world, and really a master of comedy, when you watch it, can you enjoy it with the same sort of unadulterated pleasure that we can? Did you watch the Obama thing on Funny or Die?

JUDD APATOW: Oh yeah. So funny.

STEPHEN GALLOWAY: Were you involved with that at all?

JUDD APATOW: No, I'm part of Funny or Die, but I just watched it.

STEPHEN GALLOWAY: Did you know that that was in the works?

JUDD APATOW:I had been trying to do something with the President for a long time.

STEPHEN GALLOWAY: Did they ask you, what should we ask him or do you have those conversations?

JUDD APATOW: I wasn't involved in it at all. There was a moment when we were trying to get [Obama] to do a cameo in Anchorman 2. People kept saying, "I think it's possible." And I'm like, "We're not going to get the president to be on Anchorman 2," but then he did [Funny or Die]. But he has something he wants to say. I think if people feel like everybody is so cynical that comedy is one of the only ways you can reach people. If you just sincerely say, "This healthcare will be good for you," people will be like, "Get the f--- out of here." But if you're in a funny sketch and you slip the information in, that's more powerful, and I think that a lot of people are looking for ways to do that. The president is so funny it's crazy. I think he's so funny, he's afraid for the country to know how funny he is. If you knew how funny he was, you would be really scared.

STEPHEN GALLOWAY: I heard you said, I'm not sure, what does everybody think? Did everybody see that sketch? Was it funny? OK. My English humor let me down. Do you find it harder to enjoy what you're seeing because you know the mechanics, because you understand the construction too well

JUDD APATOW: Sometimes. I guess I probably laugh. It's hard to get me to—because I've seen so much—but I want to. I delight in it when I see it. But I'm probably analyzing more than I'm cracking up. And when someone does crack me up, I'm so happy. I went to see Pee-wee Herman live, he did a Broadway show a few years ago. Me and Leslie were laughing so hard. Everything about that character just makes me scream laugh, it's so funny.

STEPHEN GALLOWAY: You were going to do a film with him?

JUDD APATOW: We're pretty close to getting that going.

STEPHEN GALLOWAY: Does it have a title or subject?

JUDD APATOW: That's a very good question. We've kicked around a couple of titles. Pee-wee takes a Holiday—that was one of them. But we have a great script that he wrote with a friend of mine, Paul Rust and I think we're probably going to get to do that soon.

STEPHEN GALLOWAY: Obviously the project that you've been associated with recently that has really made waves is Girls. I think before you do that a lot of people wouldn't have expected Judd Apatow to be so feminine. Let's watch a clip from this one and then I want to talk about it.

[CLIP Girls]

STEPHEN GALLOWAY: Describe meeting Lena Dunham for the first time.

JUDD APATOW: Lena is just a remarkable person. She's everything you hope she would be. She's very sweet, and open, and vulnerable, yet she knows exactly what she wants to do. But she's very collaborative. She's one of those people that you're just glad they're a part of your world. I've collaborated with all sorts of people; sometimes very easy, sometimes it's really hard. And the work can be great when it's hard also. But she's just a very unique individual, that also just, someone I interact with everyday, just handles herself so well. There's such a swirl of controversy and debate around everything she does. But it doesn't seem to throw her off of her path of what she wants to say and do. And she's not debilitated by it. She's getting an enormous amount of praise, and then there are people who don't like it. And she's very game to make her stuff and throw it out there for people to talk about. And I think it's because her parents are from the art world and to her it is art.

STEPHEN GALLOWAY: I thought it was pretty interesting that at the TCA there was a question about nudity. You were a little upset by that or irritated. She wasn't.

JUDD APATOW: I got really mad. People wrote about it. But it was about how the guy asked it. He was just really nasty and there was a really nasty tone in his voice. Every interview we ever do people ask about the nudity. We don't care about that. That's just a part of the show. There was just something really awful in how he was communicating with us.

STEPHEN GALLOWAY: Does she get upset about critiques of her?

JUDD APATOW:You know, so little it doesn't even make sense. I'll read things and things really bother you. Things can stay with you for years. I'll remember, oh my god, the Roger Ebert Heavyweights review, oh it's so painful. Or the Time Magazine Cable Guy review. I remember Newsweek said Cable Guy, there's not one laugh in it. And it just stuck with me in my head. I knew it wasn't true because we would show it and it would get giant laughs. But it doesn't seem to bother her or haunt her and when we're in the writing room she's never adjusting anything because of all the noise. So much of the Internet is negative. That's how people get noticed, when they write blogs, or even when they're just posting on Twitter, you get noticed by being negative. You have to be disciplined to understand that. It's not actually even the reaction to things. It's just, who wants to read nice things? So the blogosphere can get really tough because they want some attention.

STEPHEN GALLOWAY: Who's the one who pushes the limit on that? Is it her? Is it you?

JUDD APATOW:Well, we always laugh because sometimes people think I'm the one pushing the dirty stuff, or whatever. That last sequence was something that was an idea that I was pushing to Lena and Lena always laughs about that because you wouldn't think I would write the sweet thing. So it goes back and forth. Sometimes I think of something disgusting, and sometimes I think of something sweet. And sometimes it's Lena or Jenni Konner, who's the show runner. It's different for every episode.

STEPHEN GALLOWAY: So go back to the very first meeting with her.

JUDD APATOW: I met her, I saw her movie Tiny Furniture, and I sent her an email, if you ever need somebody to screw up your career, give me a call.

STEPHEN GALLOWAY: This time she said, "Is this The Judd Apatow?"

JUDD APATOW: Exactly. I called her and she thought it was a joke. I said, I'd love to help you with anything you're trying to do. Because I really related to how personal her work was and also that she used her family. How intimate it was. It turned out she was already developing Girls with my friend Jenni Konner who worked on the TV show we did, Undeclared. They said, hey do you want to join the team? I wasn't looking to do TV but I knew it was a big opportunity to work with them. So I jumped at it.

STEPHEN GALLOWAY: What would surprise people about her who don't know her well?

JUDD APATOW:What would surprise people about her? I don't know what people actually know about her and don't know about her. She's just a very kind person. I think that comes through in the show. The show is so much about bad behavior, and people who are self-entitled, and there's a lot of selfishness on the show, and really bad decisions. Lena isn't like that. She's pretty together and knows what she wants to do. But we have an awareness. There's that moment in your twenties when you're trying to figure out who you are and you want to take on the world and you don't want to hear everybody's advice and you have to be selfish to succeed. You have to be a little bit of a lunatic to say, I'm going to do something with my life. And that's what we try to capture on the show is that struggle. Because sometimes you say that and things don't go well.

STEPHEN GALLOWAY: All these people want to ask you questions. Let's go. Introduce yourself please.

STUDENT [SAMUEL LOCKE]: Hi there. I'm Samuel Lock.

JUDD APATOW:How are you?

STUDENT [SAMUEL LOCKE]: I'm doing super thanks for asking.

JUDD APATOW: We can't clear your t-shirt or you can't ask a question. What does it say on your shirt?

STUDENT [SAMUEL LOCKE]: Steamhouse. It's the comedy club on campus.

JUDD APATOW: Oh, excellent.

STUDENT [SAMUEL LOCKE]: My question to you is, as a comedian and a filmmaker there is a lot of uncertainty and doubts and self-consciousness and all this other negative energy that comes with being in the profession. How do you specifically deal with it and do you still deal with it even as a success?

JUDD APATOW: I think that the hard part is that you never know if a joke is going to work. And there's no way to know for sure if a joke is going to work. So in a way you are always feeling insecure about everything that you do. Even having a lot of successes, doesn't make me feel any better than I did when I first started because it's all reinventing the wheel, every time you go at it. At some point you just get used to it. That's what it is. That's why I shoot a lot of extra jokes, and extra material. Sometimes when I shoot scenes I'm shooting so many versions of the scene that I'm actually shooting the reshoot of the scene while I'm shooting the scene. So, I'll say, this scene is too corny, maybe I'll do an edgier version of it. Or it's too funny maybe I'll do the serious version. And I'll get all those options so in editing I can decide what the tone is but that's only because I don't believe anything will work.

STUDENT [PAUL GIACOMAZZI]: A lot of your films are comedies with heart and they have the audiences rolling in their seats laughing, but at its core it's heartfelt and relatable commentary on life. So, what draws you to that genre, this balance between comedy and truth?

JUDD APATOW: Well, Paul Giacomazzi, I just wanted to see if I could say your name back. Is that how you say it? Wow, I'm pretty good. That's the exact kind of stuff I loved when I was a kid. I loved Fast Times at Ridgemont High; I loved that it had Spicoli in it but Jennifer Jason Leigh had an abortion and it was real and they handled it very seriously. Say Anything, I loved St. Elsewhere and NYPD Blue and Hillstreet Blues. Anything that had drama and comedy was what I got excited about. All in the Family would have these episodes that would be funny and then they would get so dark. The fight about Vietnam would be really funny and then it would just not get funny. And they would really fight about it for a few minutes. I'm always drawn to that, Paddy Chayefsky wrote so many great plays and movies like Network. I guess that's the area that interests me the most. It's really fun to do just pure joke fest movies. I worked on Walk Hard, and You Don't Mess with the Zohan, and that's a different type of comedy writing that I also find great fun to be a part of. But I like things to be heartfelt and I try, like in music, there's music that really touches you. You listen to Nirvana, you think he's not messing around. He's really telling me what he's feeling from deep in his soul and even in comedy I try to make that what I'm going for.

STEPHEN GALLOWAY: You haven't yet or would you ever do a straight drama?

JUDD APATOW: I don't think so, because I don't think anything is without humor. Whenever there's a movie that has no jokes in it at all, I always think, well that's not even possible. In any situation somebody is making a heinous joke. At funeral or massacres, someone's making a joke. Someone at a massacre is going, can you believe this is happening to us right now?

STEPHEN GALLOWAY: I'm not going to invite you to my next massacre. Let's have the next question.

STUDENT [JANETTE DANIELSON]: You've been working with a lot of these actors since the beginning, like Seth Rogen and Jason Segal. How has the creative process developed between all of you over the years? Are you proud to see where they are now since Freaks and Geeks?

JUDD APATOW: It's evolved because they're so talented and they just get better and better and I'm just so in awe of what they do. I just saw Jason Segal's next movie Sex Tape which Jake acts and directed in it which is so good. And This is the End is just a remarkably funny, ballsy comedy. So yeah, there's an element of it where it feels like someone has flown out of the nest and they do something great and you just are proud that you were ever part of their world. So you feel like the whole world of what we do expanding and it's very exciting. Seth and Evan have a new movie called The Interview. I couldn't be more excited to get to see it.

STEPHEN GALLOWAY: Do you hang out with them? Do they come and work on ideas with you at your home?

JUDD APATOW: We give each other scripts we're working on. When we have rough cuts of movies, we invite each other to the rough cuts to get notes from each other. It's a great community of people and we all have a philosophy of just trying to help everybody. I'm directing a movie that Amy Schumer wrote called Trainwreck and I had everybody read it out loud about a week ago. About fifty people showed up and gave notes and we're all very honest with each other. I liked this, I did not like that. Here's what I would do.

STEPHEN GALLOWAY: What's it about?

JUDD APATOW: It's a romantic comedy between Amy Schumer and Bill Hader from Saturday Night Live. It's Amy's point of view and Amy's style of comedy. Which is always fun for me to try to find the next person, someone who hasn't made a movie and go how would this work in a movie? What is Amy Schumer like as a comedy star, or as an actress? And to try to develop the material with her. So it's really fun.

STEPHEN GALLOWAY: Do you find it weird how you film more and more from the woman's point of view?

JUDD APATOW: It might be from having daughters too. My whole world is women, all day long. And it's like three eras of the same woman. It's like I live with the same woman. It's like a weird time machine movie. So maybe that's part of it is that I'm in that point of view more than when I was in college.

STUDENT [JOSEPH ENGLAND]: So my question is, the industry is changing quite a bit right now with what studios are green lighting and digital distribution. So I'm wondering if you have some advice for us, how young storytellers could leverage these changes into assets more than liabilities, preparing us for the future?

JUDD APATOW: Just look at what Lena has done. Lena got one of those Canon cameras, she shot a movie for $45,000. And looks like the equivalent of what was the $1 or $2 million movie a few years ago and she made her career. She just did it. I think it's different than when I started out because you really couldn't do it without a lot of funding. Some people would, Robert Rodriguez would pull it off, Kevin Smith. But now you really could make a movie, it's all about sound. You just need a friend who knows how to work the mic. The cameras, everything looks amazing. Now it's all writing, and having energy and fortitude to just do it. You can make a short film and you can put it up on Funny or Die or YouTube. I used to goof around with short film when I was young but there was nowhere to show them. There was no internet. Or at least I didn't understand what it was yet. I thought it was just like a chat room for people with weird sexual proclivities. So you just have to make stuff. There's no excuse not to be making things.

STEPHEN GALLOWAY: As a writer what tips would you give these students?

JUDD APATOW: The best thing I ever heard about writing, it sounds simple but it really rocked me. The best gift you could give other people is your story. It took me a long time to think my story had any value or was interesting, but I feel like the more personal you are, that doesn't mean it's actually your story but it's just how you feel about the world. When that comes out, that's when people do their best work

STUDENT [KRISTEN YORK]: What would be your best piece of advice for writers, directors, producers that want to get into comedy?

JUDD APATOW: You have to do a lot of things. Mike Binder, who's a great writer and director, when I was young he told me that the first script he sold was his tenth script. That had a lot of impact on me. I thought, oh, so you don't necessarily sell that first one. You might have to just keep starting the next one and that was a great thing to learn. The second you finish something, start the next one. Don't take two years shopping around your script. Just start another one.

STEPHEN GALLOWAY: I think Oliver Stone wrote something like ten scripts before he sold one.

JUDD APATOW: They get better. You so want the first one to be perfect, but every script you write gets better, for the most part. So you just have to continue to work and write. The culture is so much about very short jokes and tweets and short films. I think there's very few people reading books and doing deep thinking and if I was young I would be the one who is still reading books trying to…

STEPHEN GALLOWAY: You love self-help books. Do you have any recommendations?

JUDD APATOW: Do I Have To Give Up Me To Be Loved By You? That's always one. All the books I like. Healing Your Aloneness. When Things Fall Apart. I'm a big self-help fan because I think there's a lot of character details in it. Usually in a self-help book they'll have stories. Here's why two people fight. He thinks this, she thinks that, here's how they fight and here's how they might get over it. So when you read a lot of self help books you actually might learn a lot about human nature.

STEPHEN GALLOWAY: Do you keep them or do you give them to people?

JUDD APATOW: I'm a hoarder, I don't throw anything out.

STEPHEN GALLOWAY: Your wife said that and I wonder if you really are a hoarder.

JUDD APATOW: Well, according to her. I have five storage spaces where I just keep putting things. So it's not all in the room. When I see people and they have stacks of newspapers, up to the ceiling and they think, I'll read that one from 1978 one day, I totally get that.

STEPHEN GALLOWAY: And I know you collect autographs and letters.

JUDD APATOW:I do. I have a big autograph collection.

STEPHEN GALLOWAY: What is the one thing you would find the hardest to give up?

JUDD APATOW: Well, the Steve Martin signed book would be hard to give up. Those things I got as a little kid. I used to write letters to people. I'd ask them for their autograph and every once in a while someone would send one to me. So I wrote Paul Lind—you guys remember Paul Lind? And I got an autograph, so I wrote him again, and he sent another photograph and I wrote him again and thought, how many times will he keep sending me the autograph? He's not connecting it's me. It's just a name on a stack. I like the old ones I got as a little kid.

STEPHEN GALLOWAY: When we last met you got the Johnny Carson.

JUDD APATOW: That's right, I bought at an auction Johnny Carson's speech at a Friar Club roast and he wrote out all his jokes. That's fun to have.

STEPHEN GALLOWAY: Did you meet him?

JUDD APATOW: I had. I did. Roseanne did one of the last episodes of the Tonight Show with Johnny Carson and I went with her. And he used to never come visit people before the show but because it was ending he came into the dressing room and said hi. And I was able to spend two minutes in his presence but it was a good two minutes.

STEPHEN GALLOWAY: Was he nice to you?

JUDD APATOW: He was very nice, but he was tiny. He was a little, tiny, elderly man which rocked you because I had watched him since I could remember being alive. And this little man walks in.

STUDENT [DAVID KOUTSOURIDIS]: I know it can take quite a bit of time to succeed in this industry, and I'm just curious as to how you remained patient when you were first starting out?

JUDD APATOW: I was always doing something that I liked. I went to college. I ran out of money. I couldn't afford college. So I had to drop out. I was booking comedy clubs, that was one thing I did to pay the rent. I had a job at HBO working for this charity comic relief putting on benefits for the homeless with comedians. So I was trying to be around what I liked, even if in the periphery, I was around it enough that I didn't mind doing the hard work. So eventually I was able to get some jobs as a comic and writing jokes for other people. So I was still doing comedy for a while before it blossomed into real jobs. I couldn't' have been happier writing jokes for Jeff Dunham and the Walter puppet. I wrote jokes for George Wallace, and then it turned into Tom Arnold and Roseanne. That was what I did. I noticed that comics don't write jokes for other comics 'cause they want to keep them for themselves. So it was weird to comics that I would write for them because no one wants to do that. So you have to find that thing that you could do that pays the bills but keeps you in the universe of what your real goal is.

STEPHEN GALLOWAY: Do you like the comedy world?

JUDD APATOW: I do like it. I think there's a lot of nice people. And I think comedians want other comedians to succeed, we all respect how hard it is to do it. And we like to help each other, comedians tend to be fans of comedy so there's a nice community.

STEPHEN GALLOWAY: Lena Dunham said it's very much a gentleman's world, meaning a guy's world.

JUDD APATOW:I think that it might lean that way but so many of the great comedy voices of this generation are people like Tina Fey and Amy Poehler and Lena Dunham. There's a countless amount of great female voices, so it's changing very fast.

STEPHEN GALLOWAY: How many more seasons are you going to do of Girls?

JUDD APATOW:We've talked about doing six seasons. I guess that could change, it's not set.

STEPHEN GALLOWAY: Are you committed to six.

JUDD APATOW:I think we're all committed that we'll do six. And I don't know if at someone everyone says, let's keep going, but I think there was some thought to that already.

STEPHEN GALLOWAY: Do you have an ending in mind?

JUDD APATOW: No I don't think so. But we've talked about it. It makes you respect the ending of The Sopranos though. When you're part of a show and you think about, how do you end a series, the idea that you just stop and leave people there is so genius, it's such a great idea. It's such a great way of saying, it doesn't matter. This is their life and now we're just going to leave them to it.

STEPHEN GALLOWAY: The most debated ending, isn't it?

JUDD APATOW: I liked it. It might have been viscerally interesting to get gunned down, but I'm glad he didn't 'cause now he could kill other people in my dreams.

STUDENT [TOM YOUNG]: I'm a huge fan of Freaks and Geeks and Undeclared. Thanks to the Internet and Netflix a lot of new fans are able to enjoy these shows after cancellation. Have you ever considered bringing them back?

JUDD APATOW: I think it's too late. Freaks and Geeks would probably have a really sad reunion show. It would have to happen at a prison or at a hospital. We didn't think much of those people would do very well. We thought Lindsay might escape but for the most part, it probably wouldn't be a pretty picture. So we've never taken that seriously. Whenever you see those reunion shows, there's something that feels wrong about that.

STEPHEN GALLOWAY: Have you thought about picking up one of those characters again and following him in something else?

JUDD APATOW: In my mind we have done that. Superbad feels like an extension of Freaks and Geeks, and Forgetting Sarah Marshall feels like an extension. In a way we continue to tell those types of stories, so I don't feel like it's open ended. And I like the ending. That Lindsay goes off to follow the Dead. We did talk about what would happen second season. Paul had a lot of ideas about Lindsay having very serious drug problems. She loved acid. She loved it.

STEPHEN GALLOWAY: Really, you seriously would have done that second season?

JUDD APATOW: Joe Flaherty would have had to deal with how you sober up your child.

STEPHEN GALLOWAY: I'm sure the network would have loved that.

JUDD APATOW:They would have loved it.

STUDENT [CAMERON TAGGE]: I was wondering what you would tell mini baby Judd Apatow when he was first getting started in the business and why?

STEPHEN GALLOWAY: Good question.

JUDD APATOW:What would I tell him? What advice would give myself? When I was 15-16 I did all these interviews with Harold Ramis, and Jay Leno and Jerry Seinfeld. So I asked them for advice. So I feel like I got the advice from them because I would interview them for my high school radio station. I never even aired most of the interviews. I just wanted to know things about comedy. The best lesson that they taught me was patience. Everybody wants everything immediately. Everybody thinks that they're great instantly. The people who tend to succeed are the people who realize you evolve as a person, you evolve as an artist, and that it takes time, and if you're patient and you're prepared not to quit, and you're open to learning the entire time, then great things can happen. Look at Martin Scorsese and The Wolf of Wall Street, it's just a guy that continues to learn and push himself to the next place. And that's what you have to do as a filmmaker is to continue your education forever.

STEPHEN GALLOWAY: On behalf of everybody here, Judd Apatow, thank you for joining us.