There was a world before we were immersed in the Apatow cinematic universe, but it was 15 years ago, The Office wasn't a hit yet and it was a whole other time.
It's hard to remember a time when the Judd Apatow crowd wasn't cranking out movies at a rapid clip.
But it's only—or already?—been 15 years since he made his feature directorial debut with The 40-Year-Old Virgin, the title alone raising eyebrows before the first hair had been ripped from Steve Carell's chest.
Not that Apatow hadn't been stealthily shaping what would become 21st-century comedy culture since the 1990s. By 2005, the stand-up comic and writer-producer on The Ben Stiller Show and The Larry Sanders Show, Apatow had already cranked out the woefully short-lived Freaks and Geeks with Paul Feige, created the also-underappreciated Undeclared, and ushered Anchorman: The Legend of Ron Burgundy into the world.
Which was kind of a big deal.
But The 40-Year-Old Virgin, with its hard-R rating, 132-minute running time and fairly realistic look at dudes who talk a hilarious game but don't know what to do with themselves, made Apatow—maker of strangely long gross-out comedies with a sensitive streak—into a household name.
And here are 18 things to know about how it happened:
Second City alum Steve Carell was a star in the comedy world thanks to his run as a news-skewering correspondent on The Daily Show and his instant-classic turn as dimwitted Brick in Anchorman. But The Office had just premiered in March 2005 as a suspect mid-season replacement (Wait, they're doing an American version of The Office? Why?!) and would need some time before it caught fire, so for the most part Carell was an untested get-the-girl leading man.
Director Judd Apatow said on the Your Mom's House podcast in 2019 that, having just worked with Carell on Anchorman, "I was very confident that he was as funny as a human could get."
To get ready to play Andy, "I didn't have sex for 40 years," Carell deadpanned in a 2005 interview on Rove Live. "I just figured that was the best way to go about it."
For real, though, to prepare for the role of an adult sexual novice, a guy who doesn't know for sure that a breast doesn't feel like a wet bag of sand, "we read case studies about middle-aged virginity," Carell said. "Found out that people were not unlike this guy. They're not damaged or weird, they're just people who for one reason or another missed out on opportunities and decided not to even try anymore."
Asked how his wife (then of 10 years, now of 25) Nancy felt about him co-writing a script that's all about his character's quest to get laid, Carell acknowledged that she didn't see the movie until the premiere. "We sat there and we're watching this first big make-out scene—it's the first time she's ever seen me make out with someone, obviously—and I felt her whole body just [he mimed tension] tense up, in the chair," he said on Rove Live. "And she knew that I'm not that good an actor. I was clearly enjoying myself way too much!"
He quipped, "So there were words at home."
Perhaps Carell's whole career since—the Golden Globe win in 2006 and 10 Emmy nominations (including this year's, his first for acting in a drama series, for The Morning Show), as well as the Oscar nod in 2015—has just been to convince Nancy that he truly was acting his butt off in The 40-Year-Old Virgin.
Nancy Carell may not have seen the whole movie until it was finished, but that's her in a cameo as the family clinic counselor whom Andy earnestly asks, "Is it true that if you don't use it, you lose it?"
Carell famously did submit to having his chest waxed, which they obviously had to pull off in one scene if they wanted it to be authentic—so his stunned, tortured face and his buddies' reactions in the moment are all real. "See how red my chest is," he instructed the Rove Live host to look closely at the clip. "Now if you look really closely in the middle, you can see blood pooling right there, yeah…And that just frightens me to even watch again. I have such respect for women for being able to do that."
On a normal day, Carell shared, "I could comb my chest hair over to my back."
The women on set advised him to trim the hair first or take Advil (a pro waxing tip, for the record), but he decided to tough it out.
"About five seconds before they started to rip," he recalled, "I thought, This is the worst idea I ever had in my life." Five cameras were set up to capture the agony from all angles, "and you can see in the clip that everyone on the set is laughing. The three guys behind me, the woman who's doing it, are in hysterics because I'm in excruciating pain—and I'm not acting, once again! This is not something you could replicate."
Moreover, the waxer was played by an actress, Miki Mia, not an actual esthetician, or any other licensed professional. "A real waxing technician puts a little oil on your nipple before they do that," Carell described one especially dicey maneuver. Suffice it to say, "She didn't oil the nipple. So when she pulls on that one…you know, I'm pretty much hanging by a thread."
He remembered, "My wife, again, was horrified. I came home that day and I had what was dubbed the 'man-o-lantern.' It's two eyes, a nose and a mouth."
As Apatow put it to ABC News that summer, "There's nothing funnier than a bunch of guys giving really terrible advice to a guy with a good heart just trying to get through the day."
Being quick with a comeback is a signature characteristic of an Apatow movie character—and being able to improvise a slew of gut-busting punchlines is a trademark of the funny people who gather to make these films.
Steve Carell's Andy shouting "Kelly Clarkson!" as he's getting waxed wasn't in the script, exactly, but it was on a pre-approved list of epithets.
"I'm going to blame Seth Rogen," Apatow told Clarkson herself (via Zoom) on her talk show this summer. "Because there's a picture, I think you have, of a piece of paper with all the curses that we gave Steve to scream when he gets waxed—and in the middle, the column that says 'clean words,' right in the middle it says 'Kelly Clarkson' in Seth's handwriting."
The singer replied, "That's amazing. I love that I made it between 'burger panties' and 'throbbing monkey tail.'" She laughed, adding, "I'm telling you, it doesn't matter what I do in my life, no one remembers me for anything other than that. I have sang for presidents, a pope—it doesn't matter what I do, that is the first thing." (So if you happen to see her and go, "Ahhh, Kelly Clarkson!" and she tells you that you're the first one to say it—she's just being nice.)
Jane Lynch—still several years away from Glee and Party Down, so mainly known at the time for her scene-devouring turn in Best in Show—was pals with Steve Carell, and he rallied for her to play his very forward boss at Smart Tech.
"My role was originally written for a guy and Steve kind of advocated for me and said 'we should bring Jane in for this,'" Lynch, who can currently be seen on Netflix's new show Space Force with Carell, told Access Hollywood in May. "Everything we improvised in the audition ended up in the movie."
Elizabeth Banks played fetching book store clerk Beth, the recipient of some of Andy's first attempts at flirting who does, in fact, like to do it herself sometimes.
"Yeah, can't wait for my kids to see it," the actress and director laughed with Esquire in 2011, referring especially to Beth's bathtub scene in which she gets the party started herself, no Andy required. "Um, no. But I am never embarrassed by something that makes people laugh. I knew that girl. She's a good-time girl who lives in the Valley—who works in the bookstore—and goes to community college on the side, and is really into funky stuff in the bedroom. Her entire outlook on life made perfect sense to me."
That's Leslie Mann, Apatow's real-life wife, as drunk girl Nicky, one of several eligible ladies whom Andy is not fated to lose his virginity to. The couple met during the making of 1995's The Cable Guy, on which Apatow served as a producer, and got married in 1997.
"I have such a good time with Judd," Mann, who's been in a number of her husband's films, told ABC News Now's "Popcorn With Peter Travers" in 2009. "He's so great; such a great director. I get to have input and go into the editing room. My kids are comfortable coming to visit. It's the perfect situation." (Their kids are Euphoria actress Maude Apatow, 22, and Iris Apatow, 17, both of whom have also been in Dad's movies, starting with Knocked Up.)
"I'm a lucky man," Apatow also told Travers. "She's an amazing person. I never settle in. I feel like we've been dating for three weeks, and she might turn on me. It's been amazing working with Leslie. She's a hard-core actress while being viciously funny."
To get in the Nicky mindset, Mann went out to a club and got drunk with a camera-toting Rogen (also a producer on the film, so, all in the name of authenticity) and her friend Denise (on the far left in this scene above). Later she watched the footage Rogen shot from the evening in question and was, frankly, appalled.
"'All these years, I thought I was being so cute and it's not cute at all,'" she said, according to Apatow on the Your Mom's House podcast.
Meanwhile, it was then-7-year-old daughter Maude who came up with the idea that Nicky should fall asleep behind the wheel.
Which, in hindsight, does seem like something an innocent kid would conclude happens to a drunk driver.
Mann recalled the whole sequence taking around four days to shoot, what with all the moving hammered parts. "We had so much fun doing it," the actress, who reunited with Carell for the 2018 drama Welcome to Marwen, told Entertainment Tonight.
Catherine Keener, who as "hot grandma" Trish seals all the deals with Andy by the end of the movie, admitted it took her a beat to get used to Apatow's style of filming.
"Judd, he never really would even say cut," she told NPR in 2010. "He would just say reload. I mean, we just burn right through a whole—they call them mags, magazines, film, because everyone was just wildly improvising. It was hysterically funny. Also, you had to kind of lose sense of being self-conscious on that movie because it was sort of an all-in, in terms of throwing a joke out or even the writer would sit behind the monitors behind the curtain."
And, Keener recalled, "I would hear this bellowing laugh and I knew that, oh my God, it was Seth Rogen. And at that time I thought, oh my God, I made Seth laugh. That was, like, you know…"
In a 2009 Oscars-themed issue of The New York Times Magazine, Keener sang the praises of the talented Kat Dennings, who played Trish's daughter, Marla.
The two-time Oscar nominee herself may have needed time to get used to Apatow's ways, but the 18-year-old Dennings was "a natural," Keener recalled in an essay. "In one scene her character, who is anxious to give up her virginity, is battling with me. As her mom, I don't want her to grow up too fast. Kat's character is in the bathroom, crying, and I'm outside the door with Steve…Kat was just screaming at me—cursing and yelling and calling me all kinds of names that were not in the script. I was thrown and I turned to Steve and I said, 'I don't know what she's talking about.'
"Even though it was improvised, Judd kept that line in the movie—I clearly sounded like a frustrated mom and it was all due to Kat's rant."
Fraught dramatic moments aside, Dennings said at the premiere that it was "pretty much a crackup-fest. If you don't see, in the Planned Parenthood scene, if you don't see my hand, it's because I'm pinching my thigh. That's a trick I learned—because I didn't think I'd be able to get through that scene at all. It took a really long time…I thought I was going to die."
Referring to Andy's collection of toys, all still in mint condition in their original packaging, Marla makes a crack about Thor. And with that, she summoned a role. Dennings went on to play Darcy in Thor and Thor: The Dark World.
Sure enough, on day 52, Apatow shot his record (for this crew) millionth foot of film. Most directors reportedly shoot between 300,000 and 500,000 feet for a feature-length movie. He gifted his cast and crew bottles of scotch and the studio sent champagne to celebrate.
Rogen actually went speed-dating, using the thinly veiled alias, Seth "Roven," to prepare for the scene where Cal, Andy, Paul Rudd's David and Romany Malco's Jay all go speed-dating on their lunch break.
About a week after filming got underway, "Universal pulled the plug," Carell recalled, as relayed by Apatow in his 2016 book Sick in the Head. "We were doing a scene on location somewhere and Judd Apatow…came in and said…'They're shutting us down.'"
It turned out, the studio had given Rudd some notes—and the notes included that his character was too heavy, so he'd best lose some weight.
"They thought Paul was fat," Mann said in the book. "Paul went on a diet. He literally stopped eating. If you look at Paul Rudd in the speed-dating sequence compared to the rest, he's, like, ten pounds heavier. Then in the rest of the movie his hair looks cute and he's thinner."
Rudd, who would go on to stop aging and join the Marvel universe as Ant-Man, told Playboy in 2011, "It's the opposite of what the studios normally want or what other directors want. But it's different with Judd. He always says, every time we work together, that he wants me to gain weight. He says, 'I like a fat Rudd.'"
But as actors and comedians say, it's all material at some point. "There's a line in The 40-Year-Old Virgin when my character tells Steve Carell what it's like to have your heart broken and how you're constantly gaining and losing weight," Rudd said. "I improvised that line because, before we started shooting the movie, I took Judd's request to put on weight maybe a little too far. And the studio said, 'You're a fat ass. Lose some weight.'"
Part of the joy of seeing this film for the first time was the utter randomness of the ending, when a newly deflowered Andy gets out of bed and starts singing The 5th Dimension's "Aquarius/Let the Sun Shine In," prompting a big closing dance number with the whole cast.
Apatow and Carell, who wrote the screenplay together, actually didn't know quite how to end the film, so they consulted the director's mentor Garry Shandling (whom Apatow has since paid tribute to with a book and the HBO documentary The Zen Diaries of Garry Shandling).
Shandling "kept saying to Steve Carell and I, 'You need to find a way to show that his sex is better than his friend's sex, because he's truly in love,'" Apatow recalled to CinemaBlend. "And he kept saying, 'You've got to figure out a way to show that!' And I'm like, 'Garry, I can't show the sex, I don't know how to do this ending.' One day Steve just went, 'What if I just sing a song?' and I said, 'Yeah, like "Let the Sunshine In."' And we said, 'Oh, that sounds good!'"
Apatow concluded, "It's one of those magical things, you don't know why it works and it makes people laugh, and it's probably the only time you'll ever see Seth Rogen dance like that."
True, lightning generally never strikes the same place twice.
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Unlike Andy, Apatow got lucky right out of the gate, with The 40-Year-Old Virgin making more than $177 million worldwide on a $26 million budget.
And even more than a billion dollars in box office receipts and 15 years later, you never forget your first.
"I was so scared making it because you really feel like, if this doesn't go well, there will not be a second movie," Apatow explained last year on Tom Segura and Christina Pazsitzky's Your Mom's House podcast. "So your first movie is a very intense situation."
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