Judd Apatow is the man behind some of the smartest television shows Freaks and Geeks and Undeclared, and the hit comedy film Anchorman. But in The 40 Year Old Virgin, he's taken comedy to the next level. Steve Carell's friends are on a mission to help him lose his virginity. Seth Rogan and Romany Malco are two of his friends and give a little insight into making this film. It was sort of a reunion for Seth and Judd who worked on "Undeclared" and "Freaks and Geeks."

How did you select the music for this film?

Judd Apatow: I always enjoy selecting that part of it, it was a big part of "Freaks and Geeks" and so I was trying to think of what sound he would be. One type would be really disgusting rap, with lyrics that I can’t say in your papers, but some of the songs in the nightclub are pretty strong. And then it’s his life, the music wouldn’t change, maybe if he did have sex, but he didn’t, but for him, it’s anything after 1984. So that’s why you have Asia, Heat of the Moment, or Jo Boxers, Just Got Lucky. That was the basic idea and I just made this tape that’s called ‘Bad 80’s Music’ and it’s really hard to call it bad because I really like it, but I don’t it’s people’s favorite stuff.

What are the challenges of keeping the vision of a hard ‘R’ comedy?

Judd Apatow: Well, when you’re talking about a guy having sex, you can’t mention anything without it being ‘R,’ but when you’re making an R rated comedy for a studio, you really do have to make it ‘R’ cause you have to earn your ‘R.’ How can you be an ‘R’ if you don’t go for it a little bit? And so Seth and I have worked together for many years and we’ve said, when we can do a movie where we speak the way people actually speak –

Seth Rogan: The way I actually speak (laughter)

Judd Apatow(continued): But that people would actually like it and it’s a good style of conversation. And we just let it fly; we did shoot options cause I knew there was a chance people would say ‘You can’t say that, about blankity blank on a pedestal.’ But we shot it and it really came out well. I hadn’t done anything ‘R’ rated before; I worked on The Larry Sanders Show and we had fun with our ‘f’ curses there so it was fun to come up with ways to do things that are dirty. But I just saw Wedding Crashers the other day, which I really enjoyed, and came out thinking ‘Oh my gosh, we’re 100 times dirtier than that.’ (lots of laughter) People keep saying that’s an ‘R’ rated comedy; people have no idea what’s coming, this is a different level of dirty. And Romany just talks that way.

Romany Malco: That’s not true, that’s not true; it’s my mother that talks like that (lots of laughter)

Seth Rogan: Your mother, the minister.

Judd Apatow: But one thing about Romany, there was a lot of improvisation that we could let Romany go, because I can’t write the way Romany and Seth talk cause even the colors in the words, I’d be embarrassed to even try. It’s fun to let them say it the way they would say it and pick out the funny stuff.

Romany Malco: That’s actually the first time I’ve heard you say that about having people speak the way they speak. I’ve always had a desire to talk like that; I’ve always felt misrepresented when I watch television and even in some of the people who’ve we’ve appointed ‘leaders.’ In communities where I’ve come from, I’ve always been misrepresented in one way or another and be able to have that realistic banter that actually goes on and the soliloquies actually said out loud it’s kind of a luxury.

Seth Rogan: Cause you can be dirty and a nice guy, your character could be a nice guy and talk in a filthy way. And that was the fun of it, his character is a good guy and has problems with woman, but you like him no matter what horrifying things he says.

How is your game with women? What is your secret?

Seth Rogan: I come to press junkets. (laughter)

Judd Apatow: That’s like a five-hour answer for Romany.

Seth Rogan: Yeah, exactly. Women come to Romany’s home. They just knock at his door.

Romany Malco: It’s all a myth actually, I’m still a virgin. (laughter)

Seth Rogan: He’s a virgin today.

Romany Malco: It’s actually my life story. You know dude, straight up and down, that whole character you saw is nothing like me, for the record. If I am attracted to a woman, I have the hardest time saying my name and usually I do my best not to be on the prowl for anything, because I end up getting in trouble. I choose horribly.

Judd Apatow: I’m married and have two kids. But it is sad that I understand this world so well.

Can you talk a little bit about making Steve’s character a normal guy?

Judd Apatow: When Steve and I had our initial conversations about writing this, we talked about how broad the movie would be and my favorite experiences have been when you can be really funny and broad with a grounded character. Like some of the sequences on "Freaks and Geeks" so I thought of it as "Freaks and Geeks" 20 years later if one of them never had sex. And that was my secret thought as I made the movie. There was some concern it could become a Pee Wee Herman type character and we always had our eye on the ball and our executive at Universal, Mary Perrin, was really smart about making sure we didn’t do that. Make him a real guy and people will care about him. We had this joke early on that he worked out a lot because he had a lot of extra energy because he didn’t have a lot of sex. Steve took it very seriously and lost 30 pounds and started working out and he was ripped and I thought ‘Oh my gosh, I’m working with Joe Piscopo.’ And I was nervous about it, because I don’t think comedians wanting to look good is ever good for comedy. But it actually makes it work better, because there is no reason he’s not a virgin other than the fact he’s shy and nervous and let it get past him. And I think we learned from our research when we read a lot of blogs on the internet from virgins that they are all just nice, shy people and they weren’t odd. There wasn’t any big joke to it and we wanted to respect that about the topic.

Seth Rogan: It’s funny if he’s just a guy you don’t notice really and if he was too extreme in a way you’d notice him. But I think part of the idea is he’s one of these guys who could be in a room with you alone and not know he’s there.

Judd Apatow: That I think is a tribute to Steve’s performance. He’s underplaying this part and tearing down the house at the same time and he’s able to be a real person not like a comic character. It’s not as though he’s doing Inspector Clouseau; he really created a character that’s really reactive, but when you give him a scene to go broad or he’s drunk, he kills in a completely different way. I mean, I’m really amazed at what he accomplished in this part, because he’s never done anything like this or been the lead in a movie. In the past he’s played obnoxious guys and really dumb guys and he’s really great at it, but there is no real precedence for his work here and I think it’s really exciting and it’s the emergence of a major comic star who can do all of it. It’s really quite remarkable from someone who is a really journeyman actor who never even thought this would happen to him so I’m really excited for him.

How challenging was this to put together in the editing room with all the improv that takes place?

Judd Apatow: It’s not that challenging. It’s actually really fun. We started this process of improving on film a long time ago with "The Ben Stiller Show" and Ben really showed me how to do it. We would do these sketches where been would be an agent and he’d be the agent for Howie Mandel and we’d have Howie there and he’d be pitching bad career movies to Howie Mandel. But then Howie would leave and we’d do Ben’s close ups and for two hours Ben would riff even more offensive pitches that you couldn’t even say to Howie Mandel, but if Ben’s in a clean shot and you have a clean shot of Howie Mandel and Howie looks annoyed you can really cut to anything from Ben. If you’re aware of how it’s going to cut so we did that on "Freaks and Geeks" a fair amount with the kids, because they were really good at it especially Seth and then I brought Seth on as a writer and actor on ‘Undecleared’ because of how funny his improves were. Then on "Undecleared" – which is coming out this week on DVD – we did a ton of improv and Will Ferrell did an episode where he played a methamphetamine addict who will write your term paper for 50 bucks. So, I worked really hard on Anchorman as a producer to have that kind of production where we were really set up for Will to go. And what was different about this was that we were trying to do these improvs, but with a grounded story. I would literally put one camera on Jay and one camera on Steve and shoot their conversation; most times I’d shoot one side that the other – I would shoot them both and just let them go for two hours and the crew seemed really annoyed. No one knew this could cut together. But, if you pay attention what they are saying and say ‘Dude you forgot – say this line without them stepping on you.’ I mean if you’re listening and cutting in your head, it’s not to hard and then things come out that you’d never have thought of in a million years, especially all the things that Romany says.

Is it a total coincidence that Paul Figgs has his virgin book out and you have your virgin movie out?

Judd Apatow: That just explains why we work well together and like each other. The greatest thing about Paul Figgs book Superstud, is that Paul Figgs and I with the writers of "Freaks and Geek" sat in a room for a year and a half telling these humiliating stories from high school and afterwards and then six years later Paul comes out with a book with 200 more stories that he never told us. And the fact he has that many stories and remembers them is really the most incredible thing that I’ve ever seen; yeah, it’s a kind of funny co-incidence.

What was it like bringing in people like Seth and Carla Gallo and Loudon Wainwright and having that comfort zone in the background?

Judd Apatow: Well, I waited a long time to direct because I wanted to have a situation I felt comfortable in and felt I could express myself and I wanted to work with people I understood what they do comedic ally and I was also scared to death of doing that job and never being allowed to do it again. So, the first thing I did was hire Seth on as a co-producer and Seth was invaluable just coming to the set every day when he wasn’t performing and just pitching jokes to everybody when he wasn’t performing and his contribution can’t be measured how many of those jokes come from Seth and Carla Gallo is hilarious. Any woman who will come and suck on Steve’s toes for two hours and be hilarious is genius, (laughter) so I love to have all those people. I think Loudon Wainwright was one of my biggest influences and as a kid I stared listening to him and he had all these really bitter, funny songs about break ups and a as the years have gone by I realized he may have inspired me more than anyone that you can be funny and dark and sweet at the same time so it was fun to have him play the priest at the end of the movie. And on the Undeclared DVD we shot a concert of Loudon and there is a half hour concert of him just because we love him so much and want to expose him to people. I just think he’s amazing.

Was there a connection to the character you played to a Circuit City employee and was there any ode to Hammer?

Judd (to Romany): You played M.C. Hammer in the VH1 movie didn’t you?

Romany Malco: Yeah, it was a good – how can I explain that? It’s one of those experiences where it’s career changing believe it or not. Somehow or another I was in every scene in the movie and any time I could get away I was dancing between 6 and 14 hours a day just to learn the routines, Hammer’s there at the same time and you think you just nailed the routine and he comes up on the stage and says ‘Ok, this time just let it go. Don’t be afraid,’ that kind of stuff. The challenge of also having to deal with the weather cause at the time, it was 139 in Texas and all that’s going on and I’m forced to focus in a way that I never really had to in school. So, what happened is that it afforded me the luxury of these tools where now one – I can come in to Judd’s film and he can literally direct like ‘Are you ready? Hope you brought in you’re ‘A’ game.’ (laughter) So, I could snap to it. Also, I never get to live it down, I could be in Home Depot and I can hear Hammer! And I’ve gotten to the point where I actually respond as Hammer and it go to the point that one of our producers Shauna Robinson and this man right here will not let me live down M.C. Hammer. They were literally pressuring me at the beginning at what point was I gonna do it so, I just gave in at the end. I thought it was most appropriate and Hammer is real cool to me so I had to that for him.

Judd Apatow: You know we liked the idea of setting it in a store that is one of those Circuit City stores and what I actually like about the movie is that nobody ever sells anything. There is no discussion of selling anything, they aren’t trying to rip anyone off, there is just no interest in getting any work accomplished at any moment.

Romany Malco: But, I have to interject. When we started the project, we got together to do a workshop to help everyone develop the characters. I thought I would roll over to one of these Circuit Cities and dude, I’m not trying to like pat us on the back or anything, but we nailed it! I’m like ‘Dude why do you work here?’ ‘Well, I’m into electronics cuz.’ (laughing) ‘It’s like if you going to sell cars, you need to be selling something like selling Mercedes, otherwise don’t be in the business. You know what I’m saying? So, I’m here at the top of the line, I’m doing 60 inch plasmas so, that’s what I would get.’ Dude would have cornrows and he’d have his pants sagging like Jay, you know, so I got all that from them so I’m giving props to all y’all at Circuit City.

Do you prefer movies or tv?

Judd Apatow: Well, they can’t cancel you with movies.

Seth Rogan: I think they might (laughter) I wouldn’t say that.

Judd Apatow: If you look at the arc of my career, I did "The Ben Stiller Show" – cancelled after 12 episodes. Then I run and make a movie and then the movie doesn’t do well and I just run back and do tv so, I’m just a scared dog. If this does well, I’ll keep trying but, I like television better, because I like having a writing staff and I like having the actors there and it’s been very sad that these shows have been cancelled in their first season, because everybody bonds and we figure out what we’re doing. And right when we know what we’re doing they tell you to stop and it’s devastating and puts you in the hospital with back problems so I miss that experience and I’m sure someday I’ll go back and do something for HBO or someplace like that, but this is heartbreaking because you have to stop. This is like the greatest tv cast of all time if you could do a show. So that’s kind of sad, but I’m really lazy that way and I always try to keep using the same people or at least some of the same people in all the same projects so as soon as it ends I just think of what I could do with all these people in movies or tv.

What did you think about "The Office"?

Judd Apatow: I was really excited for him (Steve); I don’t think there is any tougher challenge than to follow an English version of The Office and the fact that show is funny and is getting funnier every episode, I just think that it’s a real nod to how fearless Steve is. I know he made a point of not watching many of them which was smart as he’s made it his own, but I think the show is really funny. It’s tough to be in the shadow of greatness any time you’re doing the same kind of show. It’s like when they did All of the Family in England, we stole it from them, but it never seems to work. But it seems to be working great and I’m exciting that it got picked up and there is no greater show writer than Greg Daniels the guy that ran King of the Hill. There are very few good things on tv; things are so bad all I do is watch reality shows. I know everyone is like ‘Reality is bad,’ but I can’t get enough of it. Me and my wife - our Tivo is like Bobby Brown, INXS, Finding the girl for TLC, we have given up on the shame and embraced its grossness.

Romany Malco: I actually heard that "Weeds: is pretty good.

Do you have specific plans for the DVD?

Judd Apatow: Well literally you have to finish the DVD the same time you finish the movie, so that’s all I’ve been doing for the past month and I’m a big fan of comedy so I just want everything. I’m such a nerd that I sit at home and wonder ‘When are they going to put the Mike Douglas Show on DVD? There are so many funny things; we have Seth and Rudd and all their improvs on how do you know you’re gay, we have a six minute thing called ‘line-o-rama’ and it’s literally a montage of one line jokes from every scene in the movie that were cut out and I like to put raw footage on so you can just see how it worked. We put an eight minute version of speed dating on that’s so dirty you can’t believe it. We are also putting out an extended version of the movie.

Seth Rogan: It’s seven hours now.

Judd Apatow: It’s like Berlin Alexanderplotz. But, we added 16-17 minutes to the movie for the DVD. We debated it ‘Does it ruin the movie to make it unbearably long,’ but we figured it was more value for your dollar and put it in.

The 40 Year Old Virgin is a very hard 'R' film and would not suggest taking your teens to, but believe me - you will laugh your ass off! It pops its cherry on theaters on August 19th.