Tagline: What if this guy got you pregnant?
Writer / director / producer Judd Apatow has built his reputation over the past two decades with a style of comedy that weaves the relatable with the hilarious—in short, his comedy is outrageous, honest and human. As an award-winning creator of television programs and theatrical films, Apatow has shown a consistent ability to take awkward situations we face in our own lives and mine them for optimal laugh-out-loud reactions from an audience.
Apatow’s gift for comedic storytelling was fully realized in summer 2005 with the critically hailed and box-office blockbuster The 40-Year-Old Virgin. This film directorial debut told a heartwarming story of love, friendship and sexual curiosity, and introduced the world to the then largely unknown Steve Carell.
David Denby of The New Yorker was one of a slew of critics who fell for the comedy, calling it “truly dirty and truly romantic at the same time, a combination that’s very hard to pull off.” The film was nominated for and won a number of awards— including top-ten ranking from the American Film Institute in 2005 and a WGA nomination for Apatow and Carell for Best Original Screenplay.
With hits on his resume that include Talladega Nights: The Ballad of Ricky Bobby, Anchorman: The Legend of Ron Burgundy, The Cable Guy, The Ben Stiller Show, The Larry Sanders Show and cult favorites Freaks and Geeks and Undeclared, Apatow has both created a comic library and surrounded himself with up-and-coming talent who have become fixtures in today’s comic community.
One of those early players from Apatow’s Freaks and Geeks and Undeclared, Seth Rogen (The 40-Year-Old Virgin), would provide the source material for his new film, quite soon after Virgin wrapped production. Rogen inspired Apatow to create Ben Stone—a directionless, ambitionless, everyday guy—who has lived the slacker fantasy and quite unexpectedly bedded the gorgeous girl of his dreams. Only, this time… she winds up Knocked Up.
In his latest comedy, the filmmaker turns his attention to the delicate questions of love and marriage, and the laughs that rise easily and sometimes wincingly when exploring the topics. In Knocked Up, Katherine HeiglK (Grey’s Anatomy) plays Alison Scott, an ambitious and beautiful young woman on the verge of becoming an onair reporter for a major entertainment news network. Ben (Rogen), however, lives with four friends in a twenty-something / bachelor’s extended adolescence: a dilapidated house complete with a makeshift boxing ring and deluxe (read: mosquito-infested) swimming pool. The friends have a shared ambition to support their lifestyle by creating a semipornographic celebrity web site—one that could make them quite wealthy when (and if) it launches.
As Knocked Up begins, these two polar opposites meet in a bar, drunkenly hook up and then go their separate ways. That is supposed to be the end of their story. But Ben finds that the phone call he gets from Alison several weeks later is not a request for a second date; it’s a call to tell him she’s going to have his baby. Now, Ben has some lifealtering questions to ask of himself—will he run the other way or stick around to help raise the kid?
Take an unexpected pregnancy between two people who would have preferred to remain strangers; toss in Alison’s disapproving older sister, Debbie (Leslie Mann, Orange County); Debbie’s hen-pecked husband, Pete (Paul Rudd, Night at the Museum); their two young children, Sadie and Charlotte (newcomers Maude and Iris Apatow); and Ben’s four slacker-happy roommates (Jonah Hill, Accepted, Superbad, Evan Almighty; Jason Segel, How I Met Your Mother; Jay Baruchel, Million Dollar Baby; and Martin Starr, Freaks and Geeks) and you have Apatow’s unique recipe for dysfunction and comedy: Knocked Up.
Getting Knocked Up: Greenlighting the Film
As Apatow went from stand-up comedian to award-winning television writer, creator and producer to feature filmmaker, he developed a knack for spotting and nurturing comedic talent. He first noticed Seth Rogen on a taped audition for Freaks and Geeks, the television show he was executive producing in 1999. “I saw him on this casting tape from Vancouver,” Apatow recalls. “I thought, ‘This guy has a funnysounding voice, and I should see him in person.’ So I went to Vancouver. Seth came in and was hilarious, so we created a part for him on the show.”
In addition to being a member of the cast, Rogen had shown himself to be adept at improvisation. After the critically acclaimed program was abruptly canceled, Apatow hired Rogen again, this time as an actor and a writer on 2001’s Undeclared, a series Apatow created about a group of college freshman.
Apatow remembers, “When I started working on Undeclared, I hired Seth to be in the cast and to be a very cheap writer on the show. But then, as it turned out, he was among the best writers on the show, and he was only 18 years old. He was really good— good to the point it was embarrassing.”
By the time The 40-Year-Old Virgin came along, Apatow decided that having Rogen around was advantageous to all. “I thought, ‘I can throw Seth in the movie and he’ll be there every day to help me make everything else funny.’ I always have my eye open for the next funny guy who can carry a movie.”
His instincts were correct. Rogen’s tattooed, burly, deep-voiced stockroom guy was not only the perfect contrast to Andy Stitzer, Steve Carell’s fastidious, buttoned-up, middle-aged virgin, but his improvisational “You know how I know you’re gay?” riffs with Paul Rudd quickly became a classic.
Buoyed by The 40-Year-Old Virgin’s critical and box-office success, Apatow would turn his attention to his next project and put Rogen in a leading role. The concept for a comedy about an unlikely couple and the complications that arise from their one-night stand was inspired in part by the young actor and a conversation the two had after the success of Virgin. “We were talking about writing something for him, and all of his ideas were giant science-fiction movies,” Apatow recalls. “They were very high concept. I said ‘Seth, you don’t need a big concept to be funny. In Virgin, you’re funny just standing there talking. You just need a situation that’s funny because you’re in it…like you get a girl pregnant—and it’s funny because it’s you.’
“It seemed like Seth came out of the womb with his own comic identity,” continues Apatow. “He’s a very viciously funny, biting, sardonic personality, but yet he is a sweet and good guy. That combination’s always fun for comedy. I just always thought, ‘That’s the kind of guy I’d like to see star in a movie.’”
The news that he would be starring in the filmmaker’s next comedy came as a big surprise to the actor. “Judd was deciding what to do after Virgin, and he was very elusive about it until, one day, when we had a meeting about another movie at Universal, he just pitched it,” recalls Rogen. “I was sitting there, and he said, ‘We want to do this movie Knocked Up, where Seth gets a girl pregnant after a one-night stand.’ I couldn’t believe it.”
Another source of inspiration for Knocked Up came while Apatow was directing his previous film. In the process of trying to lose his virginity, Carell’s character, Andy, finds a complicated relationship with Trish, played by Catherine Keener. Says Apatow, “A few of the scenes that I really liked were these scenes between Steve and Catherine trying to have a relationship and having these vicious fights. They were funny, but really painful to watch at the same time. I thought, ‘Wow, we pulled those off, and maybe I can find the courage to be a little more adult and be even more truthful about relationships and marriage.’”
For his sophomore film effort, Apatow would do for relationships, marriage and family what he’d so successfully done for midlife virginity. “There have been a lot of movies, Virgin included, which are about older people who don’t want to grow up,” he notes. “I think that happens because as comedians get older, it’s more fun to play immature people than mature ones.”
The director felt that mature adults were patently not funny, so he created a movie about someone who’s supposed to be immature at this age. He wanted Ben to be the kind of guy “who has no choice but to grow up, because he got someone pregnant too early and now he has to be an adult—whether he likes it or not.
“It’s a movie with the same evolving spirit of The 40-Year-Old Virgin—which is a filthy, dirty movie with a good heart,” he continues. “Basically, I try and make these movies with the thought that they’re about trying hard not to be an asshole. Any story about the journey toward how to be a good person and what it takes to get there is funny to me.”
Shoot Until the Film’s Gone: Casting and Directing Comics
Finding the right actors to play opposite Seth Rogen would prove another piece of the comedy puzzle for Apatow and his fellow producer, Shauna Robertson. For the role of Ben’s reluctant girlfriend, Alison, actress Katherine Heigl brought something unique— and quite necessary—to the role.
Says Apatow of the number of talent that read for the part: “Other people would read, and the whole premise felt sad. Great actresses would come in, and they would say ‘I’m pregnant,’ and it made you want to cry. But Katherine came in, and she and Seth would go at each other hard, and it really made me laugh.”
Of her interest in the humorous part, Heigl explains: “It’s not so far out there and ridiculous that it’s slapstick. Seth and Judd take the experiences that we have in our relationships with our friends, family and lovers, and exaggerate it just a bit.”
Rogen concurs that his co-star made the perfect, formidable opponent. “One of the problems is that I’m just like a big, loud dude. So, when you pair me up with a tiny little actress and have me scream at them, it becomes very unpleasant to watch. But with Katherine, it worked. She could yell a lot louder than even I can.”
While Apatow is credited with helping to revive a classic film genre—the R-rated comedy—critics and audiences agree that at the center of his raunchy hilarity is heart. That could only be accomplished with finding supporting actors who make the audience simultaneously laugh and feel moved.
A key to Apatow’s casting process is bringing together talent who have fun with one another. Surrounding Rogen with a strong group of actors was easy. “The people from Virgin worked together very well,” explains the director, “so there’s a shorthand there and everyone understands the process. Then for the new people who join us, like Katie, they easily fall into what we’re doing because everyone is so in sync. We just try to take advantage of the real relationships people have.”
Once again, Apatow wanted to cast actors who could strike a delicate balance between delivering profane comedy and profound, heartbreaking conversations. He found that in his Virgin alumni Leslie Mann and Paul Rudd.
For the role of Alison’s older, protective sister Debbie, the filmmakers turned to a woman they knew quite well. Mann, Apatow’s wife, had been a standout in Virgin with her portrayal of the French-toast craving, happy drunk Nicky. For her role in Knocked Up, however, Mann would play the more sober of the two sisters. She admits that working on these films is “a different type of moviemaking. It’s very loose and creative. The actors have a lot to say and do in the creative process.”
Mann’s on-screen husband (and fellow Apatow player—from Virgin to Anchorman), Paul Rudd, agrees: “On other projects, you really have to memorize lines and rehearse scenes. I’ve forgotten how to do that because I’ve become so accustomed to the way Judd shoots things.”
Apatow concedes that his directing style is fluid and lively. From the table read on, each actor makes a continual contribution, bringing his or her own take to any given situation. “I liken it to writing a movie on its feet,” says the director. During filming, he is known to roll the camera until he’s out of film. In between, the actors shoot the scene, then perform various improvisations based on the scripted scene and are fed new lines by Apatow as the cameras roll.
More accustomed to memorizing lines from a page on her day job, Grey’s Anatomy, Katherine Heigl’s initiation into Apatow’s particular working style came during her audition. “I had my lines and was ready to go,” Heigl states. “Basically, they tossed it all aside, and we didn’t even follow any of the dialogue.
“Thankfully, Seth is such an easy guy to bounce things off of,” she continues. “I spent a lot of my first audition for the movie just reacting to things he said, simply because I couldn’t think of anything fast enough.”
The contrast between Alison and Ben’s lives is nowhere more apparent than in the house he shares with four friends. A flophouse for the lost boys, it is the land that time and cleaning supplies forgot. But for the five guys who live there, it is a temple full of offerings to the gods of sex and marijuana. Adding to the humor, Ben Stone’s best friends, Jonah, Jason, Jay and Martin are played by Seth Rogen’s real best friends. Conveniently, the actors—Jonah Hill, Jason Segel, Jay Baruchel and Martin Starr—share first names with their characters.
Apatow insists that casting people he liked made his job easier: “I don’t really have to do much, because if I just say, ‘Sit around and talk and give each other a hard time,’ I know they’ll do what they would really do. It’s a great, lazy writer/director move. And then I did something else that was really lazy—I didn’t even bother to change any of the guys’ names, except Seth’s.”
Rounding out the cast are Leslie Mann and Judd Apatow’s real-life children, Maude and Iris Apatow, as Sadie and Charlotte, Pete and Debbie’s little girls who serve as a constant source of amusement and parental confusion to the harried Ben. The filmmaker laughs, “I had an instinct that they would be great, and they were. Now, I can never let them act again.”
Long-Haired Lemmings
When considering the score for his latest film, Judd Apatow would take a different tactic than he did with the instantly recognizable music heard in The 40-Year- Old Virgin (an eclectic mix of ’80s songs, as well as seminal songs from James Brown and Ashford & Simpson to Missy Elliott and Chaka Khan). A longtime fan of folk music singer/poet Loudon Wainwright III, the filmmaker approached Wainwright to create the soundtrack for his new comedy. Apatow wanted the music of Knocked Up filled with the quirky honesty for which Wainwright has been long known.
Wainwright and his collaborator Joe Henry accepted the challenge and scored the songs for the film. On their new album, Concord Records’ “Strange Weirdos: Music From and Inspired by Knocked Up,” they brought to the soundtrack the same rich vocals and deeply raw lyrics of Wainwright’s past work. Notes Henry, “As writers, we aimed for complete songs first, and deconstructed them as resource for score when needed. When we had a song that matched the overall tone of the film or of a particular character, it was easy to tailor and develop an element of it—a verse or bridge—in service to a scene.”
That was fine with Apatow. “I knew these guys would bring an unpredictable and emotional sound to the film,” he notes. “I’ve been a fan of Loudon’s since I was a kid, and I knew what he could do. I put him in Undeclared, he was a priest in Virgin and is Dr. Howard, Ben and Alison’s OB-GYN, in Knocked Up. Basically, I like the idea of exposing a new audience to the singer who had such a profound effect on me as a kid.”
From the title track, “Strange Weirdos,” and the sorrowful “Valley Morning” to Wainwright’s sarcastic swipe at a midlife crisis, “Doin’ the Math,” the music for the film reflects what the characters of the comedy are going through as they deal with this unexpected pregnancy and the new routine of their lives. Wainwright and Henry also cover Peter Blegvad’s “Daughters,” the song Loudon originally recorded with Henry two years ago for a charity album, as well as Mose Allison’s “I Feel So Good.”
The pair is joined on the soundtrack to the comedy by the Henry-dubbed “Wrecking Crew.” Members include keyboardist Patrick Warren, bassist David Piltch, guitarist Greg Leisz and drummer Jay Bellerose. Special guests on the soundtrack include legendary British guitarist Richard Thompson (for “Grey in L.A.”) and Van Dyke Parks, an accordionist on the song “Daughter.”
“When Judd came to me with this idea, I was pretty curious,” says Wainwright. “As a musician, you are usually telling your own stories, not helping to tell those of characters in a film. It’s a chance to do something different for me. And God knows, the crazy-ass decisions Ben makes remind me of a few of my own.”
Design of the Production: Makeup, Location and Sets
While it took relatively little time or effort to get her character pregnant, taking actress Katherine Heigl through nine months of pregnancy was considerably more difficult. Starting with a plaster cast of the front side of her torso, Academy and Emmy Award-winning makeup effects artist Matthew Mungle sculpted three different molds—a three-month, a six-month and a nine-month belly—from which the foam latex appliances were made.
The bellies created for Heigl were comprised of a hollow, which was filled with poly foam and painted with an opaque look before the fine details were added. Explains Mungle, “That’s where the artistry comes in…when you paint it with the freckles and the veins and make it look realistic.” Attention was paid to every detail to ensure that it all looked accurate, down to the progression of the belly button.
While attaching and finishing the prosthetic took about 45 minutes each day, the process was much simpler when scenes dictated that the belly stay under clothing. As Heigl explains: “They slap it on in 15 minutes with hospital grade glue so it doesn’t move an inch.”
For the most part, the actress was unbothered by the whole process. There was one exception. “I had a scene in the bathtub with my nine-month belly, and it would fill up with water and then it would pull on my skin—it ripped my skin a little,” she winces. “Other than that, I barely even noticed it.”
Knocked Up shot in and around Los Angeles over the summer months of 2006. In addition to locations in Brentwood, Hollywood, Santa Monica, Pasadena, Malibu and Reseda, the production spent filming a day at Knott’s Berry Farm (during which a few of the cast vomited their way through a variety of rides) and a week in Northridge, California, during a record-setting heat wave with temperatures exceeding 115 degrees Fahrenheit.
Remembers Rogen of his time at Knott’s Berry Farm: “It was disgusting and painful, but I got back on the roller coaster. I don’t know if I’m a trouper, but I think I’m a trouper. And Jay, who is horrified of roller coasters, even got on once and had a fullblown anxiety attack on film. That will provide me with entertainment for the rest of my life.”
The production shot its final two days in Las Vegas at the Aladdin Hotel and Casino and at Cirque du Soleil’s longest-running Vegas show, Mystere. The wildly colorful performances which incorporate music, theater, acrobatics and dance—all set to Cirque’s signature, otherworldly musical accompaniment—provided a perfect backdrop for the story about a young man freaking out (with the help of magic mushrooms and a fed-up future brother-in-law) about the responsibilities of fatherhood.
Production designer Jeff Sage had previously collaborated with Apatow for both Undeclared and Freaks and Geeks. Of working on Knocked Up, he notes, “Judd made several key points that would affect the overall look of the film. First and foremost was to strive for utter realism in the settings and décor; characters and their surroundings needed to be absolutely contemporary and believable or their story would feel made-up.”
Sage notes that, for Apatow, “We needed to be on the lookout for sites that would physically or visually offer him choices in telling a joke or building a comic sequence. Judd will happily rewrite a scene to take advantage of an idea he gets while scouting locations.”
For example, in the opening sequence of Knocked Up, the writer/director showcases a montage of Ben and his roommates doing “Jackass-style battle.” While this scene was in-line with earlier drafts of the scripts, the filmmaker knew he could flesh it out if his team found the perfect location for the flophouse. The house selected was one of more than 75 that were photographed and considered. This property featured a typical San Fernando Valley ’40s ranch-style architecture that contrasted with the contemporary, upscale look of Alison’s apartment/pool house on the lot of her sister Debbie’s Brentwood home.
Ben’s hovel would offer much comedy for the crew, and many discussions about the best use of space occurred. Originally conceived as a skateboard rink, Robertson, Townsend, Apatow and their team decided that it would be more humorous to have the slackers fight on a board, knocking each other into the pool.
The filmmakers needed to create the look of a diseased pool of water without subjecting the actors to dysentery, cholera, etc. The solution was to create the “slimy water” by painting the sides of the pool green. The bottom of the pool was painted darker and then faded to lighter tones as the swimmers came up the sides. Once filled with clean water (and gallons of instant tea for density), the pool took on the look of “an abandoned cesspit.” That, plus, floating leaves and detritus, did the trick.
Set decorator Chris Spellman provided the guys with a veritable adult playground—bikes, Ping-Pong, basketball, tetherball, a waterslide, bow range, bonfire pit and a pit for wrestling, volleyball and much more at their home. The construction department built bicycle jump ramps and changed a former horse shed into an impromptu stage for a rap video sequence—something that required reinforcing the small roof for the jumping antics of up to five men.
A dominant theme for the family room’s look can be found in the work Ben and his friends do for their quasi-porn web site. Sage notes, “The design of a web site creates lots of extra information—ideas and sketches, proposals that weren’t used, mechanicals of works-in-progress, etc. This gave us an opportunity to load the walls and desktops with the various ‘fallout’ (i.e., porn) from the ongoing project.”
For the earthquake scene in Ben’s bedroom, the designer notes, “We knew we had to film a scene where an earthquake occurs during the night, and this would require more than just shaking the camera. What was needed was an identical replica of the set we created in Ben’s bedroom at the location, but built on a platform on a soundstage, where we could physically rattle and shake the room.”
In contrast to the flat, horizontal house and its surrounding landscape, Alison lives in the upscale hills neighborhood of Brentwood. Her street is populated with a variety of stylish, substantial homes. The home of her sister and brother-in-law is a similarly substantial, contemporary two-story house, with well-kept yards in front and back. The pool behind is beautiful and sparkling clean, and it is bordered on one side by Alison’s pool house.
Sage notes, “For the second floor of Debbie and Pete’s house, a set was built on stage to match a location house. We struggled to figure out the staging of the scene where the two sisters take multiple pregnancy tests to make sure that Alison is indeed pregnant. After several proposals, we hit on just the right geography between the bedroom, master bath—with its multiple lavatories and sinks and the doors between—that would allow Judd to drive the physical hysteria of the scene.”
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With his cast members out of latex, off roller coasters and clean and dry from dips in filthy pools, Apatow takes a minute to reflect on the heart of Knocked Up and his thoughts on what makes for good comedy and good relationship films. For him, it’s not about slapstick or cloying drama; it’s about something much more powerful.
The filmmaker summarizes: “In a lot of ways, Knocked Up is a more sophisticated type of story than my last film. At the heart of it is this idea about family and the sacrifices you make to have children. It’s also about how hard it is for couples to get along through stressful times. And it’s, hopefully, ultimately an uplifting movie about love and people trying to make connections with odd bedfellows.”
He seems to be getting his wish. Beginning with the film festival South by Southwest in March 2007, advance screenings of Knocked Up have been overwhelmingly positive for the film. From fanboy blogs, audience chatter as they walk from the theaters to trade commentaries, moviegoers seem to be getting exactly what Apatow wants them to out of his film.
Critic Joe Leydon of Variety best concludes: “Knocked Up is uproarious. Line for line, minute to minute, writer/director Judd Apatow’s latest effort is more explosively funny, more frequently, than nearly any other major studio release in recent memory.
Indeed, even more than the filmmaker’s smash-hit sleeper The 40-Year-Old Virgin, his new pic is bound to generate repeat business among ticket buyers who’ll want to savor certain scenes and situations again and again, if only to memorize punch lines worth sharing with buddies. Currently set for a June 1 release, this hugely commercial comedy likely will remain in megaplexes throughout the summer and, possibly, into the fall.”
Production notes provided by Universal Pictures.
Knocked Up
Starring: Seth Rogen, Katherine Heigl, Paul Rudd, Leslie Mann, Jason Segel, Jay Baruchel, Maude Apatow, Iris Apatow
Directed by: Judd Apatow
Screenplay by: Judd Apatow
Release Date: June 1th, 2007
MPAA Rating: R for sexual content, drug use and language.
Studio: Universal Pictures
Box Office Totals
Domestic: $148,768,917 (67.9%)
Foreign: $70,232,344 (32.9%)
Total: $219,001,261 (Worldwide)