when it's not their 40th movie.

People are great when it's their 40th movie,

but it's different when it's their first movie

and they really wanna score,

and they have so much energy and passion.

When you get to you 40th Harrison Ford movie,

he tends not to give you that time, and he shouldn't.

Hey Vanity Fair, this is Judd Apatow,

and this is the timeline of my career.

- [Coworker] Good morning, Phil.

- Good morning, okay.

- And how are we, today?

- [sighs] We are great. [coffee splashes]

- Oh, thank God the rain just stopped, eh?

- The first thing that I ever directed

was The Larry Sanders Show.

I never had the courage to ask Gary

to direct the Larry Sander Show.

One day, he just walked in my office and said,

"You're doing the next one," which was terrifying.

The weird thing was a few weeks before that,

we were doing a show about a psychic,

and a psychic was hanging around the office

and reading different people.

And she said to me, "You're gonna have a flood at your house

"and you're gonna direct soon."

And then, it rained and flooded my house

and then, two weeks later, Gary said,

"You're gonna direct the next one."

I saw that psychic for years. [jazzy piano music]

Once, that psychic told us to be careful driving in Hawai'i

and it scared us so much that we went

to Hawai'i and never left the room.

- Phil, do you like my outfit?

- Yes, I do.

- Isn't it fetching?

- Yeah, that's not the word I'm looking for.

Excuse me. [upbeat rock music]

- [burps] Oh man, I gotta pee!

- How Freaks and Geeks happened was I said

to my good friend, Paul Fink, "Do you have any ideas?"

And he said, "Let me think about it."

And then one day, he just handed me an envelope

and it had Freaks and Geeks in it.

It never works out like that.

No one ever hands you a script that's great.

And you go, "All right, I guess we'll just make that."

While in production, we thought it was going well

and we really loved it, but we also knew

that some of the people who ran the network didn't like it.

So we always felt like it was gonna end at any moment.

And then, it did.

We shot the finale in the middle

of our production 'cause we were so sure

that they were gonna cancel us at any moment

that being neurotic, we just shot it,

episodes before the season was over just

in case the guillotine came down.

And thank God that we did.

- What if they trash the place,

'cause they think they're drunk?

- They won't. [old, upbeat music]

I don't think.

- This could be bad.

- Support whatever decision you make.

- Thanks.

Your support's awesome, you guys.

Just really great to have you around.

So I need the rent.

- North Hollywood's a pilot we did in 2002, I think.

It was about a bunch of people who wanted

to be in show businesses who were struggling,

living in North Hollywood.

So it was Amy Poehler and her day job was working

as Judge Reinhold's assistant;

Jason Segel, who played Frankenstein

on the Universal Studios tour;

and Kevin Heart, who had a lot of money 'cause he was

in a beer commercial that was questionable in its content.

We made this show, probably, mainly inspired

by the vibe of Curb Your Enthusiasm.

ABC said they wanted edgy programming.

And we had January Jones in it

and Adam McKay was acting in it

and we really had the best time making it, but in the middle

of making it, we heard that ABC changed their theory

about what they wanted the network to be.

And they wanted it to be more retro, like Happy Days.

And while we were shooting, we thought,

they're never ever gonna order this.

And they didn't.

I always thought they would call and go,

"Okay, we don't wanna do this show,

"but we can tell all these people are gonna be stars."

And they never called, they showed no interest in anybody.

- This is really embarrassing for me,

but I don't have money to pay for the rent right now.

I was hoping you could float me for a couple of days.

- I think I was in love, once.

- Really, what was her name?

- I don't remember.

- That's not a good start, but keep going.

- Will Ferrell and Adam McKay wrote the script,

Anchorman, and they showed it to me

and the first drafts were really hilarious and crazy.

It was about the anchor team flying

to an anchorman convention, the plane crashes,

and they wind up on the side of a mountain,

where they all are trying to survive.

And it almost becomes like the movie,

"Alive," but with anchormen.

And we were trying to get it made

for years and slowly, they started changing the story

because nobody would make this crazy version of it.

I always thought that they should still make that version,

that at some point, they should go back and do that.

- I love lamp.

I love lamp.

- You really wanna know what love is?

- Yeah.

- Yes, tell us.

- They were nice.

You know, when you grab a woman's breast

and you feel and it feels like a bag of sand,

when you're touching it.

- I was one of the producers of Anchorman

and I would watch Steve Carell on the set every day

and he was always so hysterical.

So one day, I walked up to him

and I said, "Do you have any ideas

"about you being the star of the movie?"

And then a few days later, he walked up to me and said,

"Ya know, I was working on this sketch.

"I never really figured out, at Second City,

"about a 40 year old virgin."

And then he said with the sketch, it was like a poker game

and everyone's telling sex stories

and my character's clearly lying 'cause he's never had sex.

And he's saying, "You know when you touch a woman's breast,

"it feels like a bag of sand?

"Then you go down her pants

"and there's all the baby powder?"

And I said, "I think this is something that we need to do."

One of the most fun parts of making "The 40 Year-Old Virgin"

was were able to put in a lot of people

that we thought were great, who weren't giant stars yet.

So Jane Lynch played his boss and she was hysterical.

And then, we had Mindy Kaling as Paul Rudd's ex-girlfriend,

who he was obsessed over and I think

that was her first time in a movie.

Romany Malco was someone that we love,

he did an independent movie with Paul Rudd

called, "The Chateau," and they were so funny together

that we thought we should use them both.

In this movie, Gerry Bednob was a comedian that I used

to always work with in the valley at the LA Cabaret

and we made him one of the bosses at the stereo store.

One of my favorite scenes is when he's talking so filthy

to Steve Carell 'cause Steve was always so funny,

reacting to people being filthy.

So Seth Rogen was on the side,

writing up all these dirty phrases

and handing them to Gerry Bednob.

- It's not about these rusty trombones,

and these dirty Sanchez.

- Please stop.

- And these Cincinnati bow ties.

- Mooj.

- I would do terrible, disgusting things

to hook up with Jules, unforgivable things.

- I hear you, man, I'd give my middle nut

to start dating Becca.

- Becca's a bitch.

- "Superbad" began when I was working with Seth Rogen

on "Freaks and Geeks" and he always talked about how him

and his friend Evan Goldberg had been writing a script

since they were 13 or 14 years old,

and then after "Freaks and Geeks" was canceled,

we were working on "Undeclared" together,

and we did a table read with the cast of "Undeclared"

reading "Superbad" and it was really hilarious,

but for years, nobody had any interest in making it.

And at one point, the producer joined us 'cause we thought,

"Maybe we're not powerful enough,"

so we got this powerful producer to jump on the project

to help us, and then suddenly he got hired

to be the head of a studio and we thought,

"Well now we're gonna get to make it."

And the first decision he made as the head of the studio,

was to not make the movie that he was the producer of.

We started the casting process with our director,

Greg Mottola, and he loved Michael Cera,

as did Seth and Evan, and we were just all in love with him.

But it was really hard to figure out who was as good

as Michael Cera, Michael Cera's the greatest in the world.

And then one day we just got frustrated

because we couldn't figure out who to cast,

and Jonah was just hanging around on the set

of "Knocked Up" and we all just looked at him

and went, "Do you wanna shave really good

"and put yourself on tape?"

And then he did.

And then we realized he was always a shave away

from playing a high school student.

- This whole thing is bigger than you,

Fogell, so grow a pair of nuts

and fucking walk in there and buy the alcohol.

- What if I don't feel like it anymore, Seth, what?

- Then I'll fucking kill you.

- What?

- I'm pregnant.

- With emotion?

- With a baby, you're the father.

- How "Knocked Up" happened, is I was sitting with Seth

and Seth was pitching me some ideas for movies

and they were big, science fiction type of ideas,

and I was trying to convince him that he was so funny

that he didn't need anything like that.

I was trying to kill his imagination.

So I said, "You know, Seth, you're funny

"just standing there, you don't need any of that.

"You could just, like get someone pregnant

"and that's enough for a movie."

And then we went, "Wait a second."

It was great working with Seth as the lead,

I think that people always work harder when its their big...

lead break.

So I always enjoy working with people

when it's not their 40th movie.

People are great when it's their 40th movie,

but it's different when it's that first movie

and they really wanna score, and they have so much energy

and passion, so when we auditioned people

to play what became Katherine Heigl's part,

Seth read with every single woman who came in, for months,

and that's part of how he developed his character,

was by reading with a hundred different people.

And when you get to your 40th Harrison Ford movie,

he tends not to give you that time.

And he shouldn't.

- Okay? - Okay.

- I couldn't take it, I can't raise this baby alone.

- Remember, and it gets all--