The Geeks Shall Inherit the Earth

Sometimes it seems as if all comedy roads go through Judd Apatow's id. As a failed stand-up comedian, he used to open for Jim Carrey. He roomed with Adam Sandler. He wrote for "The Larry Sanders Show" and produced "Anchorman" and "Talladega Nights."

"The 40-Year-Old Virgin," the first film Apatow wrote and directed, was a surprise smash hit in 2005, grossing more than $100 million. Now Hollywood is waiting to see if that was a fluke, or if Apatow can become a filmmaker who can write his own ticket.

The test comes in the form of another Apatow movie about to hit theaters: "Knocked Up," starring one of Apatow's favorite actors, Seth Rogen, and "Grey's Anatomy's" Katherine Heigl as a couple whose one-night stand leads to an unwanted pregnancy.

Watch the full interview with Judd Apatow Friday on "Nightline" at 11:35 p.m. EDT

As with most overnight successes, Judd Apatow's moment has been decades in the making. The writer and director of the 2005 smash hit "The 40-Year-Old Virgin" and the much-anticipated "Knocked Up," which opens June 1, openly admits that not long ago he was perhaps best known as a critically acclaimed television failure.

He co-created Fox's "The Ben Stiller Show," which was canceled after only 12 episodes, after which it won a 1993 Emmy for outstanding writing in a variety series. In 1999, Apatow and creator Paul Feig brought NBC a show called "Freaks and Geeks," about a gang of burnouts and a clatch of dorks at a Michigan High School in 1981. The cast purposefully did not resemble the model stars of, say, "Dawson's Creek," and while their stories were funny, they did not always end happily.

"We're all unhappy. That's the thing about life," said character Lindsay Weir.

The show also received critical acclaim, and it lasted only 18 episodes before NBC yanked it from the air for poor ratings.

"I had a meeting with the head of the network, and he said, 'Judd, could you please give these kids more victories?'" Apatow told ABC's "Nightline." "Because television is about escapism; it's fantasy fulfillment. And I really didn't know how to do it because Paul's idea was really that this television show was about kids failing and what they learned from their failures."

"Freaks and Geeks" was followed by "Undeclared," a show on Fox about college life, which lasted even fewer episodes. When asked what he learned from these failures, Apatow said, "It's hard to say what I learned. Very early in my career, I met Warren Zevon. I was trying to get him to score a movie that I was hoping to make, which never happened. And I was talking to him and I said [the movie] might change because I was waiting to get notes from the studio and [he said], 'You would change it because somebody else told you to change it?' And it hit me -- oh, that's what an artist is. An artist is a guy who doesn't change it because someone else says they like this thing rather than that thing. And I never forgot that look in his eyes."

The 'Nerd Fantasy'

A recurring theme in Apatow's work is of a geeky guy getting a girl whom he normally wouldn't be able to get.

"It's a nerd fantasy," explained Apatow. "That's the bad thing about doing a lot of work. Slowly the seams begin to show. … You realize it's all one idea: pretty ladies like goofy guys. It's just a fantasy. ... But I think that a lot of it comes from the fact that on some level it's really about wanting people to recognize you for who you are, or take the time to get to know you."

Actress Leslie Mann, who had a memorable if brief role in "The 40-Year-Old Virgin" as "the drunk girl," has a larger, meatier role in "Knocked Up" as Heigl's married sister. In real life, she's married to Apatow, and admits that his recurring theme might have some basis in reality.

"I remember driving in the car with him," she said, "looking over at him, thinking, 'This is the kind of guy I should be with. I would never be with him, but this is the kind of guy I should be with.' And then somehow, we went out again, and he kissed me, and then it was all good after that."

Keeping Actors on Their Toes

When asked if he was a geek in high school, Apatow joked, "I was, I dunno … who's to define geekdom? I liked comic books. Sure, I bought 50 books about the Marx Brothers. Used to tape 'Saturday Night Live' with an audio cassette player and transcribe it. Is that 'geek' in your world?"

At Syosset High School on New York's Long Island, Apatow used a radio show to interview comedians such as Jerry Seinfeld and Garry Shandling. It was about comedy for Apatow, never really about filmmaking, and he pursued stand-up and appeared on HBO's young comedians special in 1992.

Those roots in comedy have led to a loose, improvisational filmmaking style.

"You have to cast people that can improvise on their feet," Apatow said. "I want to take the handcuffs off of everything. So if I say to Katherine, 'Tell Seth that he got you pregnant,' the thing that I write is rarely going to be as good as the eighth thing Seth says when he's trying to be in the moment. … When you're shooting for 12 hours and you're really exploring the material, other things come up."

"I don't see it so much as improvisation so much as rewriting the script on its feet with the cameras rolling, at enormous cost to the studio," he joked.

Cultivating Collaboration

Actor Paul Rudd starred in "The Forty Year Old Virgin" and plays Mann's husband in "Knocked Up." He says that Apatow "relies heavily on the actors," even when the cameras aren't rolling.

"He likes to cast the parts, if he can, before the script is even written," said Rudd, "and we'll talk about the character and maybe talk about certain stories or situations and work them into the script. We'll get together and improvise stuff and shoot it, and that will eventually sometimes make its way into the script. And then we're shooting it and there is a script. We'll oftentimes go completely off the script and its true improvisation. … It's great. It's so collaborative."

Apatow explained: "What I'm trying to do is collaborate with a group of people where we're all kinda giving it up, and it gets funnier and more real, because I can call Paul Rudd up and say, 'What does your wife hate about you?' So, it really is a group effort."

"But I will accept all the praise if that's possible," he joked. "In fact, maybe you can remove that part about other people doing things."

'Assuming Failure'

Apatow says that as a child he was fascinated by Paul Reiser in the film "Diner," because he heard that Reiser improved his lines. "That was always a seed in my head that that's something you could do," he said, "and when I started doing television and movies, I realized I should just roll a lot of film and get a lot of options. Again, it's a nervous way of working because you're assuming failure."

Hollywood is not assuming failure with Apatow these days -- he currently has eight movies in various stages of production.

"It's an enormous miscalculation," Apatow said. "I worked very hard and couldn't get any movies made, and then suddenly they said, 'You can make those movies,' and instead of saying, 'Let's spread that over, out over a decade,' I said, 'OK, let's, let's go,' and, and, it's bad."

The kind of bad most that most filmmakers can only dream about.