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A Family Ensemble: Casting the Film

The four principal characters that we first met in KNOCKED UP are played by actor Paul Rudd and the members of Judd Apatow's real-life family-his wife, actress Leslie Mann, and the couple's two daughters, Maude and Iris Apatow.

The writer/director sums: "I love them and like to see them every day. They are also talented and attractive, so that helps. Leslie is the bravest actress I know. She can be heartbreaking and hilarious at the same time. Nobody can do that quite like her. She is constantly pushing me to be more truthful and to go deeper. Many of the ideas in this script came from our discussion about this film. Maude and Iris are talented and funny. They understand how to work in this fluid process in the same way Paul Rudd and Charlyne Yi do. They are little professionals who are not intimidated by a set because they have been on them for their entire lives. This is the first time they have had a lot to do and real scenes to play. They made as big a contribution as anyone in the film. A lot of the story is about their arguments and sibling rivalry, but the great thing that happened when we shot is that they bonded and enjoyed working together. So the movie helped solve the problem the movie talks about."

Apatow and his fellow producers were certain who would be coming back from KNOCKED UP, but it was putting together the right ensemble that would prove the most difficult. "The biggest challenge is that it's a movie filled with comic voices," offers Mendel. "Paul, Leslie, Chris, Jason, Megan, Melissa, Albert, John, Lena, Charlyne, Annie, Robert-all these different comedians with different styles-and we're trying to knit that into a family, yet to celebrate the individuality, too. We hope it comes together and you feel like you got to witness three weeks in the life of an American family."

The Household

Though Debbie and Pete's sparring scenes in KNOCKED UP were highlights that resonated with audiences, Apatow knew it would be challenging to transition supporting characters into lead ones and deeply explore their relationships. But he had no concern that two of his favorite comic actors would be perfect to play the leads of "this pivot in life" story. Apatow explains: "We've been friends with the Rudds for a long time. We've traveled around the world together promoting movies, and there's a relationship there. Paul is similar to me. He likes a lot of obscure music and pop culture, and the things that annoy Leslie annoy Debbie, because Leslie has no interest in any of that either. She doesn't care if I know all the members of Kajagoogoo by name. She's irritated even if I tell her. That's always been a part of these movies: people who have different interests but still love each other."

While Apatow knew Mann and Rudd could comfortably slip back into their scene-stealing roles, he was worried how the affable Rudd-for whom he's also produced multiple times-could so easily play a guy who's so frustrated by life. He offers: "Paul Rudd's so likable that it's tricky. I want people to see him as someone who's troubled and detached and holding all those problems inside. Pete's ashamed to come across like a failure, so he doesn't share what's happening with Debbie; he's soft-selling everything. He's also passive-aggressive. You fight against that because Paul can be so warm and delightful that it could ruin the movie. But watching a lot of the cuts, you see that Leslie and Paul have great chemistry. You're sad when they fight, and you're happy when they start to get along again."

"I feel a kinship with Judd," confirms Rudd. "This is the second time that I am working opposite his wife and kids, and I like his directing style. I trust him implicitly and feel confident in his approach. We've also spent a lot of time hanging out. I'm familiar with what his life was like when he was a kid and what his life is like with his family now. We talk a lot about our personal lives in relation to the characters that I am playing in the movies that he's making."

The performer explains the struggles of his character, a music executive who is fast approaching 40 and is unhappy with how his life has turned out: "In regard to music, for the first time in his life, Pete isn't even sure what he likes or knows; he doesn't know about what acts are talented or who's good. That was identifiable for me because it reveals a lot about his state of mind. As we get older, and become either less interested or unable to stay hip anymore, it's easy to question your identity. What always seemed like terra firma becomes shaky."

Pete's better half, Debbie, has been going through a midlife crisis of her own. Discussing her character's growth, Mann says: "Debbie refuses to admit she is turning 40. She is handling it by not acknowledging it, but it is secretly driving her crazy. She believes that if she can make every detail of her life work perfectly, then everything will be okay. Her plan does not work."

Over the years, Mann has grown more comfortable sharing the evolution of her relationship. She reflects: "We have been married for 15 years, and we have a lot to say on the subject. It's hard being married for a long time, but it's worth it. Even when you love someone unconditionally, they can still drive you crazy. Every one of our friends who have been together as long as we have is going through the same things that we are. They all have the same problems with their kids, their jobs and their marriage. It's fun to have an outlet where we can vent and express all of that."

Just as Mann looked forward to exploring the next stage of Debbie's development, she welcomed joining her on-screen husband for this chapter. This would prove invaluable as they went to some very dark places with one another. The performer reflects: "I love Paul so much. I feel very comfortable with him, and I feel like if he stepped into my house, it would feel perfectly normal and right. It would probably take months before we realized it wasn't Judd."

As Mendel watched the dailies, he grew to appreciate how Mann gave an exposed, sharp-edged performance that doesn't remotely seek the audience's sympathy. He felt she was creating a character full of dimension and contradictions, gliding with equal ability between drama and comedy. He says: "I think women will cheer for Debbie, the way she stands up for herself and the way she lays it on the line." He credits Mann with bringing deft nuances to what could have become a less-dimensional character. "Leslie is a tremendous actress, and her honesty, vulnerability and humor are right out there for you to see. This is the greatest performance she has given in her career."

Although the younger Apatows were quite little when they filmed KNOCKED UP with their parents, they have grown up on sets. An up-and-coming author and social-media figure in her own right, Maude Apatow explains that she is not quite like her character, Sadie. She says: "This character is just a little more of an amped-up version. Iris and I are both a bit mellower." For her role in THIS IS 40, she shares: "I'm crying, screaming and cursing a lot, and I don't do that in real life. But there is also a scene where Iris and I fight. She asks to watch LOST, and I say no. That's something that's happened. I watched all the episodes of LOST, and I would cry really hard. It was emotional for me to watch that scene because I did watch the whole six seasons in a couple of weeks."

Apatow recalls that his oldest daughter was concerned that she might have to cry on cue. He says: "On the day that Maude had to shoot the scene where she curses out her parents because they're reading her texts, she said, 'Dad, I'm so nervous.' Then she starts crying at the monitor, and I said, 'Don't be nervous, you'll be great.' She said, 'I don't know if I can do it,' and she's crying already. So I literally said, 'Roll!' and told her, 'Just do the lines while you're crying.' She did it and just tore it up. We had a break, and I asked her if she wanted to try it again. She said, 'Yeah!' It was like watching someone fall in love with acting." He dryly adds: "I couldn't tell if it was a wonderful moment where she found her voice and her creativity or if I had broken her emotionally and she will never recover. It's too early to tell."

Iris Apatow was only three when she made her film debut as Charlotte in KNOCKED UP. When asked what she remembers about the experience, she recalls, "I would try to be funny and the people would laugh, but I would start crying if people laughed at me." Being so young, Iris didn't realize they were laughing with her and not at her. "I didn't know that. I thought that they were laughing at me for doing something. I just remember we were at a park and Paul was there, and we were on the teeter-totter. Then Maude came over, and I ran off. It was on this tape at my house, and it was called Kids Gone Wild. It was just all these mess-ups that Maude and I did."

Comic Geniuses for Grandfathers

With her dad not around when she was a girl, Debbie grew up to be quite independent. Because her parents were never on her case, she has become a bit of a needier person as an adult. Pete's parents, however, were all over him all of the time. As an adult, he could frankly just use a little space. Pete's father, the extremely needy Larry, won't leave anyone in the family alone, and that allows for a source of comic tension in and outside of Pete and Debbie's home. As the ultimate mooch parent, Larry just needs to borrow money, and he has no moral qualms about it. He'll take food out of the cupboard because he is broke and needy.

It was a coup for the production to land Albert Brooks. Says Mendel: "We grew up studying MODERN ROMANCE and LOST IN AMERICA and REAL LIFE and DEFENDING YOUR LIFE. Albert is that good to people in the comedy world. He is a living legend, and it was fun to work with him. He seemed to have an absolute blast doing it, and he tears it up."

Brooks explains how he got involved: "Judd contacted me and said that he thought of me when he was writing this part, and he asked me if I would be interested in doing it. I read something, and I liked what he was going for." Fresh off of co-starring opposite Ryan Gosling in DRIVE, Brooks figured he'd take a shot at this comedy role. He says: "I had just come from a movie where I'd killed a number of people, so this was back to the lighter side."

The Oscar-nominated performer enjoyed playing a likable fellow who people alternately want to have around and throw out the door. Brooks reflects: "Larry's a guy who's not had great luck his whole life. His relationship with his son is predominately about getting money so he can pay his rent because he has three small children with his second wife [GODS AND MONSTERS' Lisa Darr]. It's a loving relationship, but it's based on Pete giving Larry money. I'm sure Pete would like his father to be doing better in his life and not calling all the time for help. That colors what the family thinks of the character I play, and the reason that Debbie hates him."

Although we met Debbie's mother (played by Joanna Kerns) in KNOCKED UP, we were not introduced to her father, Oliver, in that film. Explains Mendel: "Debbie's father has been out of the picture for a long time, and yet he wants back in. He was blocked by their mother from having a lot to do with their childhood, but now that they're not kids, he keeps trying to find a way back to having a relationship with them. It's not easy because they feel abandoned. It's a classic scenario, the guilty father trying to find his way back into the lives of the kids... who both want that but also are not sure they need him anymore."

Brought on board to play the errant patriarch was John Lithgow, who had previously worked opposite Mann in the comedy ORANGE COUNTY. Shares Mendel: "John has obviously done comedy and drama in a number of different movies, but as big as his reputation is, when I saw him in his scenes I was so impressed. If possible, he was even better than I thought he was going to be."

Lithgow describes his part: "Oliver is an unknowable character at first. This is a father and daughter who have been in parallel worlds for her entire 40 years. It's amazing how families can fall into that assumption. 'Well, she's doing just fine, so I won't interfere,' or 'She's better off now that I'm out of her life.' It was a matter of building an entire character out of that caution. Oliver's got this other family that he's concentrating on, and Debbie has brought him back into her life with this marvelous set piece-a great barbecue scene. Both of these screwup fathers are brought into the picture as a way of trying to jumpstart Pete and Debbie's future."

Lithgow appreciates that Debbie isn't the only one getting clarity on this strained relationship. He shares: "She is doing it for herself and her marriage, but it ends up being a very important day for this man, too. He breaks apart at the seams, and out comes all these things that he's never said out loud to her. That's how family issues come to a head. Family crises take place; they can be painful, but they can also break dams and allow for feelings to flow. Sometimes they're reckless, messy, even provoke hurtful feelings, but they clear the air." He pauses: "After all, this is a comedy. The best kind of comedy is the comedy that comes out of pain and out of real feeling."

Friends, Co-Workers and Mortal Enemies

Debbie's and Pete's lives look much more normal when compared to the couple's best friends, Barb and Barry, played by Annie Mumolo and Robert Smigel. Mendel shares a bit about the comics who are known more for their work as writers: "In BRIDESMAIDS, Annie played the woman sitting next to Kristen on the plane when she's having her freak-out. When we previewed the movie, the audience exploded with laughter at every word out of Annie's mouth. She co-wrote and co-produced BRIDESMAIDS, and she's a gifted comedienne. Robert Smigel plays her husband, Barry, and he couldn't be funnier. He's a comedy writer, an actor and everybody wishes they had a funny, nerdy best friend like him."

Mumolo explains how she got involved in this comedy: "I met Judd when I was pitching BRIDESMAIDS. I didn't know I was pitching at the time, but Kristen [whom she met at the L.A.-based troupe The Groundlings] said Judd asked me if I have any ideas to write. So five years later, after Bridesmaids has been out in the world, Judd asked me to audition for this movie. I went in, auditioned once and they called me back. I improvised with Robert and Leslie, and they asked me to play Barb."

The actress laughs when she explains: "Barb is Debbie's best friend and is more messed up than Debbie. She and Barry are constantly giving them horrible advice; they're all over the map. They're more of a crazy mess, so it makes Debbie and Pete feel better about themselves. They hang out with us because they feel superior." Still, she adds, "We're supporting them and trying to be there for them whatever way we can."

Smigel has been a part of the director's life for a long time. He says: "I've known Judd for 20 years. I've only worked with him in a protracted way on ZOHAN, and this is the most time I've been able to spend with him. It's been an education watching how he directs. It's different from anyone I've seen, and it's so nice being on a set where the director, his kids and his wife are working together and so laid-back." As well, he has kind words for his on-screen wife: "Annie has a default funny expression of seriousness and earnestness that just cracks me up whenever she's in the role."

Where Barb goes, Barry follows, and he ends up as Pete's friend by default. Smigel explains: "Debbie and Barb are pretty tight. The husbands have to hang out and double date; it's a relatable situation: husbands who tolerate each other." Still, it's not all downside: "Pete is becoming friends with Barry, who is eager to bond and shares too much private information. This makes for a lot of disgusting, embarrassing improv that I'm going to have to explain to my kids someday."

Megan Fox was cast as Desi, an industrious salesperson working in Debbie's store, Lulu's (Mann's nickname as a girl). Fox explains how she became involved: "They were holding casting sessions that were not traditional auditions, but more improv. I had met with Judd previously, and he talked about this part and asked me if I was comfortable doing improv. I told him that I thought I'm pretty funny, but I don't know what other people say. So I went in and I did an improv session with Leslie, Paul, Judd and the producers. Judd would say, 'Okay, you and Paul are in a scene, and he's asking you questions but you think that he's flirting. Go!' Then we literally made up the entire scene. It was fun, and apparently it worked."

Not only is Desi's youth a constant reminder to Debbie that the harried mother of two is getting older, Debbie begins to suspect her of pocketing cash from the shop. Fox explains that what is happening at work is putting additional pressure on Pete and Debbie's finances: "The books aren't lining up. Even though, as far as salespersons go, I bring in the most money by far, there is speculation that I could be pocketing a little. Later on in the movie, I accuse Jodi, Charlyne Yi's character, of stealing."

We first met Jodi in Knocked Up during a drug-addled haze at Ben's (Seth Rogen) apartment. Yi reprises her role as a character she recalls, was "smoking pot with her pals." Known for her bizarre non sequiturs, Jodi has landed work as an employee in Debbie's store. Discussing her part, the actress and stand-up comic explains: "My character works with Desi in Debbie's clothing store. It's these two unlikely characters hanging out, getting to know each other." When asked what she thinks Jodi has been up to over the last five years, Yi says: "She's been trying to straighten her life out. She went to school, dropped out and went to school, dropped out again. Let's see what mischief she's up to now."

"The big surprise in the movie is going to be how funny Megan is," commends Mendel. "She and Charlyne are a comedy duo. They should take it on the road. They play people who dislike each other and couldn't enjoy that more. Audiences are going to have a good time watching them duke it out, and they'll be surprised at who wins."

At Unfiltered Records, Pete is having problems with employees of his own. His staff alternates between vehemently disagreeing with and deeply patronizing him. BRIDESMAIDS' Chris O'Dowd was cast as Ronnie, a junior music executive who has resorted to phoning it in at work. O'Dowd offers that he wanted to inject some anger into the frustrated employee: "Ronnie was recruited to bring in Irish, British and other European bands, but he realized that Pete just wanted to find the oldest people he could. So Ronnie found that his job is pointless, but he tries to be cool. He's got pretty good taste in music but is too afraid to put himself out there to offer genuine opinions. He just becomes negative because that's the safety zone for men."

Brought on board as Cat, Pete's youngest employee at Unfiltered, is GIRLS' creator and star Lena Dunham. The actress gives us some insight into Cat: "She's fresh out of college, and this is her first job. She wants to do a great job, but she's a yes-woman. She's cheering Pete on for every idea he has, because she doesn't know another way to deal with having a boss. She also has this antagonistic relationship with Ronnie. There's only the two of them, and he's sexually harassing and belittling her. Cat's doing the best she can, but she's also ambitious and seeing how this job can fit into her big game plan."

Dunham discusses how she joined Team Apatow: "Judd saw a movie I made called TINY FURNITURE, and he e-mailed me about it, which I thought was a prank. Then he got involved with a pilot that I was writing for HBO. It has since become a series, which he named GIRLS. Judd executive produces the show, so I've spent a lot of time with him, writing, casting and sucking up his general knowledge. I had been involved as he was writing the script for THIS IS 40-reading drafts and giving notes. When he asked me to come and do some acting, I was honored." She could say the same about her on-screen boss. Dunham confesses: "I admitted to Paul that CLUELESS is the most important movie in my life and that I could quote every single line he said."

Jason Segel and Melissa McCarthy cameo in THIS IS 40 as Barb and Leslie's personal trainer, Jason, and Pete's nemesis at Sadie's school, Catherine. While Segel is reprising the role he played in KNOCKED UP, as Ben's former roommate who has a big crush on Debbie, McCarthy is new to their world. After her Oscar-nominated turn as Megan in the producers' last collaboration, BRIDESMAIDS, the filmmakers knew they had to bring her in for comic relief. When Catherine hears that Debbie has chewed out her son, Joseph (SUPER 8's Ryan Lee), she berates Pete and Debbie in front of the school's vice principal, Mrs. Laviani (DRAG ME TO HELL's Joanne Baron). Only an improv master such as McCarthy could pull off such psychotic ranting with a straight face.

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