Before I moved out to Los Angeles from the Arctic Circle South a.k.a. Minnesota, there were several selling points for the move out here. Among such points as insanely gorgeous women wherever you look, two of said points were that the weather is beautiful year-round and, of course, this is the heart of the movie biz and you never know when you'll come across a movie set. I experienced those firsthand when I was on the set of the new Judd Apatow film, Funny People, which hits theaters nationwide on July 31. The scenes we saw were filmed up in the beautiful Runyon Canyon area - a hiking and celebrity sighting hotspot - and it was a beautiful, sunny and warm day... in December. If you've been to... or even heard of Minnesota, those adjectives are never used to describe any Minnesota day in December.

Our bus dropped us off at the top overlook-ish area where there were several crew trucks set up and our little press corps walked down the winding Canyon path to get a closer look at the action. The scene being filmed when we got down there featured Seth Rogen as Ira Wright, hiking up the Canyon with his two friends/roommates, Leo and Mark, played by Jonah Hill and Jason Scwartzman, respectively. They're taking this hike because this is the first time that Ira tells his pals Leo and Mark that their idol, George Simmons - played by Adam Sandler - a comedic legend, is dying of a terminal disease and no one knows about it yet.

We watched a couple of pretty funny takes and after a short while, we were introduced to producer Barry Mendel. While this is Mendel's first go-round with Apatow, he has quickly made a name for himself with his first feature film, Wes Anderson's Rushmore, then moving into M. Night Shyamalan's world with The Sixth Sense and Unbreakable and even producing for Steven Spielberg in the Best Picture nominee, Munich. We had a few minutes to chat with Mendel about this new film, and here's what he told us.

Barry Mendel

So what can you tell us about the story?

Funny People Set Visit #2{5} It's a story called {6}. Adam Sandler plays a famous comedy movie star, I guess not too unlike himself, who, through a near-death experience, tries to put his life in perspective and kind of has a hard time doing that. In the beginning of the movie, he learns that he's sick and he doesn't want to tell people because, if you're a famous person, you tell one person and your life is changed. So, he doesn't, he decides to go back to his roots doing stand-up comedy, which is where he started and where Adam started as well. There is some nice autobiographical elements in it, for both Judd and Adam, who were friends and roommates back in the day when they were doing stand-up and so forth. So, he hires a young stand-up he sees in the club, played by Seth Rogen, to help write jokes for him and just help him out in general and he eventually confides in Seth, who is the only person in the world that knows what's going on with him. The two of them become friends and go through this. It gets better and the story gets to be about once you put your life in perspective and then you find out that you're better, and trying to apply those lessons and struggles, so it's kind of crazy.

So, he's not terminally ill then?

Barry Mendel: No. Technically, terminally ill means he would die, but he lives.

OK, because there was a line that Jonah was saying, 'If I was terminally ill I would tell everyone...'

Barry Mendel: Well he was diagnosed with an illness and the illness is potentially fatal, but at this point in the story, they don't know whether he'll live or die, but he lives. So this scene that we're doing today, Seth has been told by Adam what is going on. Seth lives with two other roommates, who are also comedians and, Jonah, we see Jonah do stand-up comedy in a club and he's really good and more confident as a stand-up. Jason Schwartzman, has now segued onto a TV show that he's the star of called "Yo, Teach" and he plays the teacher in it, an inner-city school. But he stays roommates with the guys because he wants to keep it real. He doesn't want to be that guy who goes up on the hill and gets the big house and separates himself from everybody else. They've remained friends and roommates and Seth has gotten this news and he's confiding in his friends what is going on.

If Jonah is the better stand-up, why does Sandler take to Seth's character?

Barry Mendel: Well, it's a bit of a plot thing, but he likes them both. He thinks they're both funny. In the story, Adam goes to the club the first time after he's diagnosed and he performs and the person right after him is Seth, so he sees Seth and has a reaction to Seth and comments on the performance, so that kind of draws them together. Seth sees Adam in the parking lot afterwards and they have a little interaction.

Does Adam's character have much of a relationship with Jason's at all?

Barry Mendel: Yeah. He comes over for Thanksgiving. Adam mixes it up with these three young guys and it's kind of fun that way, that multi-generational, because Adam was doing comedies starting in the late 80s and early 90s. These guys are kind of like the brand new so it's fun to see two different eras of comedy working together. It's been pretty fun.

How much is Adam playing himself?

Barry Mendel: I don't think he's playing himself. He's definitely a character, but I would say it's a different kind of character that he's played in other movies. I loved his albums growing up and I think his persona or what he does on those albums is pretty different than what he's done in movies. I would say this performance is closer to what he did on the albums.

And also his early stand-up career as well. He went back to stand-up to prepare for this, didn't he?

Barry Mendel: Yeah. Adam and Seth and Jonah have all done a lot of stand-up in preparation for what we filmed. We filmed stand-up that will definitely be in the movie.

Are you guys using actual locations or fake comedy clubs?

Funny People Set Visit #3{20} We shot at the Improv Thursday and Friday. We had two big long days and nights there and it was good. We filmed comics that just came in and we also brought in some comics that started in the beginning of Adam's career who he really looked up to, like Paul Reiser, George Marshall. We had kind of a lunchtime thing, trading old stories the other day. They were saying all sorts of stuff that was very real to Adam's life, even though they were talking about the character of George, our character's name is George Simmons, but they were trading old stories and the stories were true and it was kind of cool to capture all of it together. They play themselves and a lot of people do play themselves in the movie, a lot of comedian friends of Adam's character.

Can you talk about Eric Bana's character?

BarryMendel: Yeah. Eric is fantastic. I've got to work with Eric once before and we kind of knew that he started in comedy. He was a comedian and he had a sketch show in Australia called The Eric Bana Show. It was a comedy show... you can find them on YouTube. They have him doing a Schwarzenegger impression, there's one where he does this satirical interview with Tom Cruise, as Tom Cruise. He's really funny and so he's never really got to do a comedy, or be really super-funny in a film and he's also having to do an American accent or do other accents or things like that. So we let him improv and be funny and speak in this Australian accent, his character is Australian in the film, and he's really good. He did an amazing job, I think. People will be very psyched, I think.

Does he have a large role in the film?

Barry Mendel: He does, yeah. He comes in the last half of the movie, but he has a big and strong part.

Is he sort of a bad guy, a rival? What's his character's name?

Barry Mendel: His character's name is Clark. He's not a bad guy, but he is a rival of Adam's, for a woman.

Can you talk about the RZA's casting as well?

Barry Mendel: He's really funny. In the movie, Seth works at a supermarket in the deli and RZA, they work together at the deli at the supermarket. They're really funny together. Seth is trying to get him to come see his stand-up act and they just talk about life. He was great.

So how far along are you in shooting right now?

Barry Mendel: This is Week 11, so we're more than two-thirds of the way done. We're coming down the home stretch.

When do you think we can expect a trailer?

Barry Mendel: That's a good question. I would say we could probably get something together by February.

And it's safe to say you're going for an R rating?

Barry Mendel: Yes. I would say, yes, we're going for an NC... no. (Laughs)

Does the fact that this character is sick, is that going to be something you won't reveal in the promotional marketing for the film?

Funny People Set Visit #4{37} I think the way we've described the film is by being pretty honest, like this near-death experience kind of puts his life off the rails. That's the way we've described it, to let people know that, yeah, there is some seriousness to this. I mean, Judd said that he's trying to make a serious movie that is as funny as his other ones.

After we chatted with Mendel, we stayed on and watched a few more takes of this scene, which featured Rogen, Hill and Schwartzman as three guys in goofy clothes (think the part in Pulp Fiction where Travolta and Jackson change into the dorky clothes) hiking up Runyon Canyon and talking about their idol, Sandler's George Simmons, falling ill. The funny part about this whole scene is that the scene right before this, Simmons tells Rogen's Ira Wright not to tell anyone that he's sick... and they cut right to this scene. Hilarity.

They were setting up the shot differently for another take, before moving on to another sequence further up the hill, when we got to squeeze in a few minutes with writer-director Judd Apatow, who had plenty to say about his new film in his usually hilarious fashion... especially when a random celebrity happened to walk past us. Take a look below.

Judd Apatow

Can you explain the location, like why is this scene being shot here?

Judd Apatow: We just wanted them to get out of the apartment. We said, 'Where would they go?' and we thought three goofy guys in shorts, exercising, seems to be a way to make it a little more colorful. They claim to do this every once in awhile. I haven't done it. I didn't know there were so many people who love their dogs so much and walked with them, cared about them. There are a lot of people who are very into their dogs around here... including Gene Simmons.

(At this point I looked back to see a large man with long black hair and similarly goofy attire walking up the hill, which I was told was Gene Simmons. Only in L.A....)

So this has been the first time that Adam Sandler has been in a movie that you have directed, so what was that experience like for you two?

Judd Apatow: It's been great. We have shot most of his stuff, we only have a little bit left. We're shooting Seth and Jonah and Jason, most of their stuff, but it was easy. There were no problems, no drama, at all. We talked about it for a long time, for almost two years before we shot, so there were no surprises. We shot a lot of stand-ups. We went to a lot of the clubs and worked on an act for his character to do in the movie, so you get a lot of performance, which is fun to see because he hasn't done stand-up in 12 years. When we lived together, in like 1990, we used to go to the Improv every night and do stand-up and that's how we started. So we shot the other day, at the Improv, so it was really exciting because, when we were there back in the day, we always hoped we could do a movie or do anything, so it was fun to be there again.

Funny People Set Visit #5{43}

Judd Apatow: Well, I wanted to do a life-or-death story about somebody dealing with a serious illness and the challenges of being sick and the challenges of getting better, but what would make it different is it would take place in the world of all these strange comedians, so it would seem odder than a normal tale of struggle and disease. The movie is a lot about ego, egomaniacs, why do people want people to like them so much, when will you ever fill the need for approval? It's a universal theme for, I think, everybody in the world, but more so for comedians, who really go for it hard.

How do you respond to people who think this is a departure for you? I know you admire James L. Brooks and Hal Ashby and people like that, and this seems a little like a James L. Brooks film.

Judd Apatow: I'm always trying to make a sort of naïve, screwed up version of a James L. Brooks or a Cameron Crowe movie. For me, that's the bar and it's somewhat unattainable, but it's fun and you just do your best and see what happens. Before I start a movie I'll watch like Almost Famous or Terms of Endearment and see that type of work. I fail, but hopefully it's still interesting.

So how has it been working with (director of photography) Janusz Kaminski and (producer) Barry Mendel on this film?

Judd Apatow: Well, Barry Mendel used to be my agent and so he left to produce. He did The Sixth Sense and a lot of Wes Anderson movies. He worked with Janusz on Munich and so, when we started talking about the movie, I quickly said, 'Is there any way Janusz would do the movie?' I was aware there was a hole in his schedule and I just pitched Janusz the idea, because we didn't have a finished script, and he was really excited about it and he signed on even before he read it. Then we talked about Eric Bana, and that seemed like the perfect person to play the husband in the movie. Leslie Mann plays George's ex-girlfriend from years gone by, and now she's married to Eric Bana.

Can you talk about casting the film and bringing in people like an Eric Bana, who hasn't really had a chance to do a comedy?

Funny People Set Visit #6{53} Well, Eric Bana is hilarious and he started out as a comedian and a sketch actor. He had his own series in Australia and his movies have been very serious. There certainly have been some funny things in the movies he's done, but he hasn't done any hard comedies, but he seemed like the perfect person to have in the movie because I wanted the movie to be filled with different people who are funny and we wanted to put someone in the movie who's great at something but that most people don't know it yet, so it feels fresh, because we haven't seen him do a lot of it. And he's hilarious.

Can you talk a little bit about the story, because you said it was an idea that you had been kicking around for awhile?

Judd Apatow: Well, I had always wanted to do a mentor movie, because a lot of people were really good to me when I started out, but nothing interesting ever happens, because everyone's just nice, so I slowly figured out a story that was about the person you look up to going through a meltdown of some sorts. Eventually, it clicked in that it could be Adam and because he is a great stand-up comedian and no one knows it, it would be great just to have him do stand-up again. I also could use footage in the movie, from earlier in his career, to establish his life, that no one has really seen in a really long time and it ended up being a really interesting mix of this fabricated character and these clips that actually exist of him when he started out doing comedy.

You mentioned earlier that you were longtime friends with Adam, so is there anything in here that's biographical about your friendship?

Judd Apatow: Not really. I mean, only in a sense that, even when I lived with Adam, I always had a sense that he was going to do really well and, even though we were the same age, on some level you look up to him because he's so great at what he does and you felt like he was just this rocket ship that was going to take off. Even before anything happened, people knew it was going to. It's so rare that you see someone that funny or charismatic. There's some texture to it, but it's based on a lot of people in the world of comedy and how those relationships form, with young comedians and older comedians.

Can you tell us about your first time doing stand-up and any images from how great it was or how brutal it was?

Judd Apatow: The first time I did stand-up, I invited my friends to come and I had this good idea where I said to the crowd, 'I don't know how to handle hecklers, so can you heckle me so I know how to do it.' Then the crowd just went crazy and, on the tape, you can hear my friend threaten the hecklers, to beat them up for yelling at me. That's how bad it was. It was out on Long Island, the Chuckles Comedy Club out in Mineloa.

Seth was saying that because his life is so great now, he's run out of jokes and that he doesn't feel as funny and that he didn't have to try so hard to be that bad at stand-up. Is that true?

Funny People Set Visit #7{61} Well, the truth was, Seth was supposed to be a young comedian in the movie, but he was so funny that it was more difficult to make him look like someone who doesn't know what he was doing. I've even shifted the movie a little bit that he's better at stand-up, because it's hard to fake not being good, and he's so good you don't just want to not use him. I won't know until editing, how good a comic, but it's hard to resist using good jokes instead of bad jokes.

So did you let him write a lot of his jokes for the stand-up?

Judd Apatow: He wrote a majority of the jokes for his stand-up, and we also hired some of the great stand-ups that are working now to help write material for Seth, Adam and Jonah. Patton Oswalt, Brian Poseihn, Allan Covert, who works with Adam a lot, helped out in writing some jokes for Adam. We did a lot of sessions. Nick Swardson came in and helped us out. Anybody who had a joke, we were open to it.

Are Nick or any of those other guys in the movie as well?

Judd Apatow: When we shot Adam and Seth doing stand-up, we shot a lot of other people doing stand-up, so we're going to have to figure out who to use and how we're going to use it.

Barry had mentioned that, while you guys were at the Improv, you had shot some guys who were just there doing stand-up, so are those potentially some first-timers?

Judd Apatow: No, we booked the night. We're also planning on doing maybe a cable special with stand-up comedians and using some of the footage that will be in the movie. They all performed big, long sets so in the movie, we wouldn't be able to use that much of it. But, it's really good so, as maybe a promotional thing, we might do a special somewhere.

I saw basically an on-stage showdown that almost turned into a brawl between Joe Rogan and Carlos Mencia. It was amazing to see, you know that sad side and that angry side to a lot of comics. Does the movie get into that at all?

Judd Apatow: Yeah, that's what the movie is about, how comedians experience their lives and how it's just like everyone else's, but maybe more twisted and intense. That is the point of it. Here's an experience we all have, but experienced by a comedy person. There are some funny, really dark parts. There are higher-stakes issues, but sometimes I make things even funnier. That's what I'll have to figure out in editing.

With all these guys skilled at improv, is there a lot of that going on here?

Funny People Set Visit #8Judd Apatow: Not really. It's more that I tend to rewrite on my feet, so if I see the actors performing a scene, it's more like, 'Oh, the scene should be this.' So when I shoot a scene, I have notes of 50 other ideas that I could do in the scene or maybe that scene works somewhere else so if he says this line I could put it 20 minutes earlier. Maybe if he says this one line, that will allow me to cut six other scenes, so I look at all of the scenes as jigsaw puzzle pieces that can have a lot of different functions. But it's not a rambling improve-fest. Everything has a pretty specific function, but we definitely talk a lot about what else we could do in this moment, and adjust as we go.

Will you do any stand-up scenes in the movie?

Judd Apatow: No, but I did stand-up to write the movie and I did stand-up to try out some of the jokes the comedians do in the movie... with varying amounts of success. There were good nights, there were bad nights.

Your first two directorial efforts were the jump-off for the careers of Jonah Hill and Charlene Yi. In this one you have Aubrey Plaza, so is this kind of an ongoing mantra for you, to pluck someone out and give them a start?

Judd Apatow: It's more like you just try to find people that the audience doesn't know because it's fun to discover somebody when you watch a movie, because everyone is so familiar. Then, if they're really funny, someone else gives them a good job. Aubrey already has a couple of really big jobs. She just got Scott Pilgrim Vs. the World and she's talking about doing a TV series already. It just makes me feel that I'm not a moron for picking people that are really funny. And it's great, to try to get an early look at people.

Can you talk about any other projects you have in development?

Judd Apatow: I'm really scaled back to working on this. My brain only has so much elasticity. We have Year One coming out, the Harold Ramis movie, and they're going to shoot what's kind of a sideways sequel to Forgetting Sarah Marshall called Get Him to the Greek, which stars Jonah Hill and Russell Brand. We're going to shoot that in April but, for now, I'm just trying to keep my eye on the ball here.

With that, the busy Mr. Apatow was beckoned back to the set and our talk was through, which brings us to the end of the first part of my visit to the Funny People set. Check back in the next day or so for the conclusion of my wonderful set visit where we talked to the film's stars Seth Rogen, Jonah Hill and Jason Schwartzman. Peace in. Gallagher out!