Seth: Oh, it was crazy.

Judd: And so I said, "Hey, if you ever have any idea of something you can star in, let"s do it." And he came up to me and said, "You know, I did this sketch at Second City that I played around with and never finished. It was about a guy playing poker with his friends and they were all telling really dirty s.e.x stories and slowly you realize that he"s a virgin and his stories make no sense." And then he said-and you know his example was, "You know how like when you"re with a woman and you feel her b.r.e.a.s.t.s and it feels like bags of sand, and you know how like when you put your hand in a woman"s panties and there"s the baby powder?" I just clicked in and thought, That"s the greatest idea I"ve ever heard. I was afraid to direct a movie and had not really pursued it because I didn"t feel, I don"t know, I just didn"t feel like I would do a good job. But then I heard that idea and I said, "Unfortunately, I understand what that is." It"s not like I was a virgin until I was forty but I certainly had very long spans in between s.e.x. You know, I"d go a decade here and there. I understood the issue.

David: Did the two of you then sit down and co-write it, and work together in a room somewhere?

Judd: He would come to the office and we would just bang it out. Very quickly, we realized that it should be real and that the character should be quiet. Steve and I talked about it as almost a Buster Keatontype character. That he would be quiet and then he could get mad but he wouldn"t be a wallflower. He would be a really normal person. And that came from going on the Internet and finding all these blogs from middle-aged virgins-they all seemed a little scared, like it just got by them.

David: But his whole personality is shaped around this thing-his consumer choices, his temperament, everything. Because he just can"t get past that one thing. So it"s one of the most incredible pictures about neurosis- Judd: It"s something that I kind of understood. That"s what a lot of Freaks and Geeks was, too: terror of intimacy, the fear that people will think that you"re a freak. They"ll discover the thing that you"re afraid might be true. Seth was in my office when we got green-lit for 40-Year-Old Virgin and got very aggressive about being in it.



Seth: I saw my moment. Judd was very happy. He was on the phone. He was like, "We"re making it?" And I was like, "Put me in it." I tried to ride the celebration wave. He"ll say yes to anything right now.

Judd: Well, in my head I"d always wanted Seth to be in it. I tried to get Seth to be the lead of Undeclared and Fox network said no.

Seth: They literally laughed.

Judd: And so I was just so afraid that, like, what if I want Seth to be the lead and they say no? I was just hoping I could get it approved without telling him and then he got aggressive in the meantime. But Seth was a giant inspiration on that movie. We couldn"t get Superbad made, and as a result, his theory of people want a really dirty movie, we put onto The 40-Year-Old Virgin. Seth was aggressive with Steve about being dirty.

Seth: Steve had his reservations, I would say, about it. He actually had me write up a version of the script that was rated PG-13 at one point and I did it just so he could see how lame it was. I think he was underestimating his own sweetness and how much that would come across. I always thought he"s so likable and so nice that you could have the most despicable language and activity in the world surrounding him but he"s like the, the anchor of niceness, so you can get away with any of that stuff.

Judd: We did a table read with all the actors and I was so nervous that the script wouldn"t be good enough to amuse Catherine Keener- Seth: Yeah.

Judd: We worked really hard on Catherine Keener"s part because she"s scary. You know, you don"t want Catherine Keener mad at you. She literally had just finished a Daniel Day-Lewis movie and a Sean Penn movie and then she"s, like, with us idiots, you know? I don"t want her to notice that this was a career mistake for her. So then we did a table read and Catherine and Steve murdered and Seth and Romany [Malco] and Paul just ate it.

Seth: Ate s.h.i.t.

Judd: Yeah, and then we went into rehearsal and played around and we started telling s.e.x stories and talking about our relationships, and Paul was very funny, getting mad about women who broke his heart and playing the guy who couldn"t get over it. And Romany had the craziest s.e.x stories. He was like, "I lost my virginity when I was eight." And we were like, "What?" And he says that in front of Sharon Waxman from The New York Times. And I"m like, you know, "Let"s not print the "Romany lost his virginity when he was eight" story, okay?" Of course, it was in The New York Times. I said, "Isn"t that like a molestation?" He said, "No, I was into it."

David: How did Knocked Up originate?

Judd: I had a lot of ideas about pregnancy because every time my wife and I went through childbirth, terrible things would happen with the doctors and the nurses-people being mean and not showing up or me cursing someone out, or them cursing me out. And so I thought, I"ve got to write about this because it"s so awful that I must get something from it. I liked the idea of a rushed pregnancy or something that sped it up, because even when you plan it, it"s so terrifying the entire time. Anyway, Seth was talking to me at the time and he was pitching some science fiction movie ideas and I was trying to explain to him that "I don"t think anyone would make a hundred-million-dollar Seth Rogen movie at this point. But you could do something simple because you"re funny in 40-Year-Old Virgin when you"re just sitting there on the phone. You don"t need ghosts and goblins and fairies." I said, "You could just get a girl pregnant and that would be enough for a whole movie because you with the gynecologist-" And I went, Wait a second, this might be worth writing. That"s how it began.

David: I know you had an early version of the script and you called in actors and you did a table reading. Explain how that works.

Judd: Yes, well, I wrote the first draft when I was producing Talladega Nights. It was just going well, so I would just go in my trailer and work on the movie. And then I came back and we very quickly did a table read with some people who weren"t ultimately in the movie, just to see where we were. From that point on, you know, basically everyone is involved in the process. I"m asking everyone"s help on ideas and I"m trying to make each role as specific to their personality as possible. Seth is very uncomfortable around my kids so I thought, Well, that"s funny. Seth"s not one of those people that you"re like, "You know what, I"ve got to run out for twenty minutes, will you hang out with the kids?"

David: It"s unusual. There are legendary directors like Bergman and Ford who have worked with stock companies, but this must be fairly unusual in studio Hollywood today, to be able to draw on this many people. I mean, some of them were working. Some of them were not working. You were able to call them in and get them to read for you just like that? It"s an amazing advantage, isn"t it?

Judd: The stock company is mainly Seth.

Seth: Yeah, and my idiot friends.

Judd: I love all the people from Freaks and Geeks and thought it was a missed opportunity to show what they can do, but the thing that really makes a lot of these movies possible is that when we do the auditions, Seth reads with every actor trying to get a part in the movie. So by the time the movie is shot, he has read with like two hundred people. Through that process, we figure out who his character is and we try to problem-solve all the issues of the movie. So we"ll hold auditions for parts even though we kind of know who we want for the part, just to hear it with that person-and that almost becomes the rehearsal of the movie.

David: And the guys in the movie were your friends.

Seth: Yeah, those are my actual friends. I lived with almost all of those people at one point or another in conditions similar to that of the movie. It"s funny because they kept coming to me during the rehearsal process and saying, like, you know, "I don"t get my character." And I kept saying, "It"s you, Jonah." And he was like, "Am I for the pregnancy? Or am I against it?" I"m like, "It doesn"t matter. It"s just you, man. Be for it one take, and against it in another take. It really doesn"t matter. It"ll just be you." It"s surreal for me to watch those scenes because they all use their real names and it"s amazing how our actual group dynamic worked its way into the movie.

David: I don"t have to tell you that there were some women who were upset because the Katherine Heigl character goes through with the pregnancy and there isn"t more, at least, discussion in the film about abortion- Judd: We knew this would be an issue. To me, the interesting part of the movie is the people deciding not to have an abortion and, you know, from my perspective I think that there"s certainly people that the second that they get pregnant, no matter what the circ.u.mstances are, there"s a part of them that says, I"m not doing that. And there"s people who would do that. This is just a story about somebody that would not do that, and I knew people would say, "Why don"t they talk about abortion more?" Which is a hilarious comedy area. When people say that I"m like, "You"re clearly not a funny person."

David: Your wife, Leslie Mann, gets angry in this movie.

Judd: And at home.

Seth: Yeah, exactly. I wasn"t going to say anything.

David: Elaborate on the connection between the home arguments and the movie arguments.

Judd: In a lot of ways, the movie is two phases of my and Leslie"s relationship. What I wanted to do-and was really happy that she had the courage to do-was to explore us at our worst. And yes, Leslie did kick me out of the car on the way to the gynecologist"s office. She got mad about something, I don"t remember what, and was like, "Get out of the car. Get out of the car." And I"m like, "Oh come on." "Get out of the car." And then I"m out of the car and I"m thinking, Am I supposed to go to the appointment now? Or do I go home? And if I go home, will she be mad that I didn"t get to the appointment? How do I get through this hormonal madness? There"s something that my wife said to me once: Just because you don"t yell doesn"t mean you"re not mean. That"s actually the interesting lesson that I took from my marriage, which is when you"re married to an actress, they"re very emotional and they"re expressive, and as a weird nerd writer who likes hanging out in his room watching The Merv Griffin Show, I"d be kind of quiet, and so I thought that I was always right in fights just because I didn"t get upset. I was in a superior position because she was getting upset. And then actually that realization was kind of a big moment in our marriage. She convinced me that I"m the d.i.c.k.

This interview was originally part of The New Yorker Festival in 2009; The New Yorker/Conde Nast.

SPIKE JONZE.

(2014).

One of the most rewarding parts of putting this book together was that it was really an excuse to continue my artistic education. I don"t know if you would call Spike Jonze a comedian, at least not in the cla.s.sic sense, but it is definitely not a stretch to say that certain moments in his films-in Her, for example, or Being John Malkovich-are as funny and moving as anything I can think of.

Spike is a true individual, one of the few people whose work I watch and then think, Should I just quit the business? I was thrilled to have the opportunity to sit down with him for a few hours in my office and ask him all the questions that I hoped might jog something loose in my brain and push my work in a more original direction. I may never get to puppets and orchids, but surely there"s a less smart equivalent I can find and make my own.

Spike Jonze: It"s interesting how you"ve become, like, this mentor to so many comedians. I mean, at one point, you were just a young kid, but somewhere along the line, you made the transition to being this mentor who enables all these other creative people to be creative, as well as doing your own stuff.

Judd Apatow: Well, when I was a kid I spent all this time interviewing comedians and they would, in turn, sort of mentor me. Later, I opened on the road for Jim Carrey, and then Garry Shandling hired me on The Larry Sanders Show, which was really just another mentoring- Spike: How old were you when you were on that show?

Judd: Twenty-six.

Spike: That was a great show.

Judd: I learned everything from watching Garry. We had a similar sense of humor, so he liked having me around. It put him in a good mood. Some guys pitch jokes and when they"re really off, it throws you.

Spike: It kind of takes energy from the room. It"s like, Okay, now we have to dig out.

Judd: Exactly. Because some people, they pitch jokes, they"re in the ballpark and they make you laugh and think of something else. Other people pitch jokes and the room dies. I was mostly in the ballpark and I think it helped Garry get to what he had to think about. But I wasn"t thinking about mentoring anyone when we started working on Freaks and Geeks.

Spike: Was that your first solo show?

Judd: Well, I created The Ben Stiller Show with Ben in 1992.

Spike: You were really young then.

Judd: I was twenty-four and I didn"t know what I was doing. I just watched Ben to figure out what he was doing. But when we did Freaks and Geeks, there were so many kids around and all of my guilt kicked in because none of them were going to college-they had this job but I knew the show was going to get canceled and then I somehow spoiled them because they were all super-weird. Hilarious and brilliant, but super-weird. I didn"t think they would necessarily get work again.

Spike: Like who?

Judd: Like everybody. Even Rogen, who was sixteen years old. Riotously funny, but a strange guy. And as we watched we thought, We"re going to chuck this guy in the show a lot. And then one day we were watching him in the dailies, we said: He"s a movie star. Is this possible? Back then, we used to talk about him as a John Candy type. But I did worry: What"s going to happen to all these people? Rogen wasn"t going to finish school. Jason Segel wasn"t going to go to college. Sam Levine didn"t go to college. I mean- Spike: It"s crazy that all of those guys were on that show.

Judd: Yeah. And so, for me, the idea of mentoring came from a place of: I"m going to ruin their lives. Maybe I have already. And what can I do to help them? It came from an insecure place. But I"m fascinated by groups of people that come together in a moment in your life, when you"re just figuring out how to do it-and then what happens to all of us. Like Tamra Davis, who directed Billy Madison. That"s when I met her. And I was fascinated to hear that she was instrumental in your early days, too.

Spike: Totally. There are so many people I met through her and opportunities I got through her. She recommended me for videos and let me tag along with her as she did a Sonic Youth video. She gave me a crash course in making music videos by letting me do that. And the way I met her was so roundabout in the first place. I did a skate video with my friend Mark Gonzales. It was called Video Days and I was like twenty-one and Mark gave it to-he went to a Sonic Youth show and gave it to Kim Gordon and Thurston Moore in a parking lot outside of their show.

Judd: Just handed it to her cold?

Spike: It wasn"t planned. It was just-he had it in his car and he was driving by. He"s like, "Oh, yeah, there she goes," and he stops. "Hey, guys."

Judd: And it changes your life.

Spike: It changes my life. And then Kim called me up and left a message at my house. It"s like, "Hey, this is Kim Gordon from Sonic Youth and we want you to come shoot a video with us," and I"m like, What?

Judd: That is crazy. Let me ask you a question, because I actually don"t know much about the earliest part of your life. You grew up in Maryland? Were you a part of the skateboarding thing in Maryland?

Spike: Yeah.

Judd: Did you do videos there as a kid, or just when you came out here?

Spike: I did, but not skate videos. In high school, we made these little videos on camcorders but they were always edited in camera.

Judd: I remember doing that, too.

Spike: You"d press the b.u.t.ton and it would take two seconds for the thing to start recording and then it would always be like somebody waiting and then they"d start moving.

Judd: Who were you hanging out with back then? The nerds? Indie kids?

Spike: There was one video cla.s.s in our school, and it lasted for one semester, until they realized they didn"t have a teacher to teach it. So most of us would just go down to this bas.e.m.e.nt room where there were these 1950s cameras and a switcher and we kind of fooled around with it. Mostly, the kids just used it as study hall. But then one kid brought in a camcorder from home and we started making videos. I don"t know what kind of kids they were. My world was outside of school. I went to school as little as possible. I went to the BMX shop instead and went on tours in the summer.

Judd: You were racing BMX?

Spike: Freestyle, not racing. I was skating, too.

Judd: And that eventually took you out to L.A.?

Spike: I started going out there when I was fifteen or sixteen. I was going on these summer tours with this bike team called Haro. Even before that, I met these guys named Andy Jenkins and Mark Lewman at a magazine called Freestylin". Freestylin" was like-even without me really thinking about what authentic meant, it was authentic. It was written by guys that ride bikes for guys that ride bikes and it"s in the language of that world and it didn"t try to explain anything to anyone outside of it. You just knew. When I was thirteen or fourteen, I got to know them a little bit because of this BMX shop that I worked at called Rockville BMX-it was sort of the epicenter of the East Coast BMX scene. So when I went to California when I was like sixteen, I met them in person. And then I started writing for their magazine in high school.

Judd: So you went back to Maryland, and you"d write for them from Maryland?

Spike: Yeah.

Judd: And then you came out to L.A. for good?

Spike: Yeah. In my senior year, they asked if I wanted to be an a.s.sistant editor after I graduated.

Judd: And what did you think was going to happen? What were you trying to do?

Spike: I was worried. I was worried that adulthood sounded scary. I thought I was going to go work at this BMX magazine for a year before I went to college because I thought you were supposed to go to college and you had to go to college.

Judd: It was a gap year.

Spike: It was a gap year.

Judd: You"ve had a long gap year.

Spike: Yeah, I still haven"t gone back. But I just thought I had to go to college or I was going to be a f.u.c.kup and a failure. My parents went to college and it just, it was scary-that question of what am I going to do for the rest of my life, and how am I going to support myself?

Judd: What were you going to study if you went to college?

Spike: I didn"t know. I did apply in my senior year, before I got that job offer. I applied to all these film and TV schools, communication schools.

Judd: I went to USC film school.

Spike: I applied there. I applied to all of them.

Judd: I had terrible grades but I wrote an essay that was all about how much money I was going to give them when I was successful. I went into great detail.

Spike: That"s way more sophisticated than I could have ever been at that age. I wouldn"t have had the confidence to put my point of view and personality into it.

Judd: I had an English teacher in eleventh grade who asked us to write our autobiography. I didn"t want to write it because my parents were going through a difficult divorce. So I just made one up about how I was undercover at school and I was sleeping with all the teachers. I just wrote this very aggressive, funny essay and she pulled me aside and said, "You"re funny. You could be like Woody Allen." I always wished someone would say something like that to me.

Spike: You mean you wished that before? I had no idea who Woody Allen was in high school. Like, I was so beyond- Judd: You weren"t watching movies then?

Spike: I was a late bloomer in a lot of ways.

Judd: But so I tried to get into film school because I couldn"t think of a major that matched up with wanting to be a stand-up comedian. What made you want to go to film school?

Spike: I definitely knew I liked film. I mean, I liked photography. I didn"t understand how film worked, but I would certainly be hypnotized. I liked Star Wars and Empire Strikes Back, movies that made me fall into a world. I spent a lot of time playing in my room and making up worlds.

Judd: Did you read?

Spike: Not a lot, but yeah. I think that I might have had some reading problems. I"m still a super-slow reader. If somebody wants me to read their script, it"s like dread-I know it"ll take me a good six hours to read it. But, you know, I wish-I think it"s rare to find a teacher like you had. I had a photography teacher in high school who was cool and encouraging, Mr. Stallings. But for the most part I would write something that I thought was funny, a short story or something, and the teachers would say, "Bad handwriting, bad grammar, no paragraphs." They would rip it apart and give me a bad grade.

Judd: No acknowledgment of the soul of it?

Spike: No acknowledgment of the humor or imagination or whatever. In elementary school, they thought I had learning disabilities and they wanted me to get tested, you know, at the room down the hall. There was a special cla.s.sroom for kids with learning disabilities.

Judd: Do you think your reading problems made you more visual?

Spike: Maybe. I mean, it does seem like directors often come to directing through either photography or writing and I was definitely more, you know, I liked writing. But as soon as I got to the magazine in California, I started focusing on photography because it was more exciting to me.

Judd: What were you getting paid?

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