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"We knew we could make the third Spider-Man better than the first one," cracks visionary wisenheimer Judd Apatow as he sits down for a press conference to promote his new blockbuster howler Knocked Up. "It's all about the technology catching up with the ideas."

The creator of the cult TV classic Freaks and Geeks and the writer and director of the movie smash The 40-Year-Old Virgin (Picture: 1) (2005) has upended the genres of both romantic comedy and stoner/horndog sex farce with Knocked Up, creating a one-of-a-kind gross-out yuk-fest that's powered by keen insights and deeply felt humanity. No mean feat, this.

Perhaps more amazing still (well, consider the source here), Knocked Up also showcases the big-screen debut of MrSkin.com. The very site upon which you now gaze figures as a key plot element and, about an hour into Knocked Up, you'll get to see that gorgeous smiling face in the top left corner of your monitor blown up to superhuman proportions. And we cannot thank Mr. Apatow enough.

Further gratitude goes to Knocked Up's superb cast, led by Seth Rogen, Katherine Heigl (Picture: 1), Paul Rudd, and, the off-camera Mrs. Apatow, Leslie Mann (Picture: 1).

Judd recently sat down for to talk with a roomful of reporters about Knocked Up and your humble MrSkin.com correspondent was honored to be there. The following is the (very funny) transcription of what went down.

Judd, when we visited you on the set you asked us not to write about any celebrity references. How did you clear those likenesses?

Well, I don't have to clear their names to poke fun, but so many people are desecrated during the shoot when people are improvising that I never want it to be in the paper, because it's so unfair to all of them. And we really think a lot about who we are joking about and why. We hope the spirit of it is not unkind.

So Matthew Fox-there is obviously nothing wrong with Matthew Fox at all, but it's just funny for a goofy guy to have an issue with Matthew Fox because he's so handsome and successful. He's the first guy you would go, "I don't like that Matthew Fox guy!"

And it's funny that he doesn't like Steely Dan, because a young guy that age who is into Wu-Tang Clan would not like Steely Dan. I love Steely Dan! I couldn't like it more! My wife is about to kill me how much I put Steely Dan on. So I'll put on Katy Lied and just loop it.

But it's all in good fun and hopefully no one takes offense for it. I would! But I obviously don't. They slammed me on The Simpsons once and I still feel it.

Can you talk about the Jew power on this movie?

We are like the Spice Girls of Jews. That's how I look at. I didn't set out to make the movie too Jew-centric, to create a word for this conversation. But Seth is a Jewish guy and all his friends are Jewish, at least the ones I cast in the movie, so I thought it'd be funny that they talk about it, because it's truthful to their experience.

I didn't set out to make any kind of statement like "You can have five Jews in a movie." I think we saw that can be done in The Chosen. But if they were all some other religion I would have had them talking about that. I didn't want to shy away from it. I thought it was fun not to shy away from it. That these young Jewish guys are proud to be Jewish and they talk about Munich (Picture: 1) and their Jewfro style hairstyles and that it's all OK. I think there is a classic clash in film comedy between Jewish guys and non-Jewish women trying to figure each other. Whether it's in When Harry Met Sally or Annie Hall, it's always funny to see the Jews trying to make women happy and fail. [Laughs.]

Are you a big fan of MrSkin.com in real life?

I had never been to MrSkin.com, but I had heard the guy on Howard Stern a lot. Are you from MrSkin.com? Who is the guy who is always on Howard Stern?

James McBride.

Oh, that's James McBride! That's hysterical. I just got him tickets for the premiere, but they didn't tell me it was the Mr. Skin guy. [Laughs.] So I hadn't been to the site. I still haven't been to the site, although I now have a password, but I was trying to think of a funny job that would make a woman uncomfortable. I thought something in the semi-pornographic industry would be a job that would make her feel weird about that guy impregnating her.

Just the way if James McBride would have impregnated a woman she'd be uncomfortable with his profession but not his cash. So we thought it would be funny to create a website someone had already created and they didn't realize it was never going to work. And that would be part of his downfall.

Were there ever any boundaries? And I know you chose to show the crown twice . . .

No! Three times. You blacked one out. It's three different angles.

That was my first question. And secondly, I don't think the word abortion ever comes up in this.

The world "smushmortion" comes up.

Was that to keep it funny and not be serious?

Well, I think it's obviously an important aspect of the movie-is will she keep the baby and the decision whether or not to keep the baby. And from the very beginning we knew we wanted to have a moment where Seth and his idiotic stone friends debate abortion. And we actually improvised for five hours, these guys debating the issue. Some of it you will see on the DVD. And it's very, very funny, but really shocking and disturbing. It may have killed Jerry Falwell. [Laughs.]

It may be, I think that he knew it was out there and he just could not handle. But it is part of the movie, because the movie is about two people trying to decide how they are going to handle the fact that a baby is coming. And the first decision you make is, "Am I going to keep the baby?"

And part of what is interesting to me is that it's two people trying to do the right thing and keep the baby. And they are trying to decide if they ever could like each other, which is probably something most people don't do, and that's what hopefully makes it an original concept.

I am pro-choice and I don't think anyone should tell anyone else what to do with their bodies or their points of view. I think those decisions are very personal and no one has the answer, so I am pretty solid in that position. But I also think it's a very interesting story when you decide not to get an abortion.

And I am also kind of surprised that it's shocking to people that they don't get an abortion because some people say, "Wouldn't they just get an abortion?" Is it so weird in this day and age that people are uncomfortable doing that? So everyone has their own take on it and subjective view on it. And in terms of the comedy, in terms of what I'll show or what I won't show, I just want it to seem real.

So the reason that I show the crowning shot is if I don't show it I just look like an episode of Friends and I am trying to make you feel the pain of that that experience, because it is the most intense moment in people's lives and I had to do something that hadn't been done before. My original goal was to find a woman who would allow me to shoot the baby coming out and then match it to Katherine-the same sheets, the same bed. And we got close to getting it done, but here's why we weren't allowed to. And this is interesting. The state of California says you can't do that because the unborn child would need a worker's permit and I can't get it till he's born. There is a Kurt Vonnegut problem right there. So we weren't able to do it, so it became a prosthetic.

What about the MPAA with that?

They called me and said, "We love it!" [Laughs.] No, I think it's fine. They show it on the Discovery channel five times a day on A Baby Story, which every time I see my wife watching, I know it means she wants to get pregnant.

The scene in the waiting room where the babies are freaking Seth out. What is the background on that?

Well, I just filled a room with babies and just positioned them in the room. Some are the babies of crewmembers and some are babies that are baby actors. There is a whole world of baby actors that you don't know about.

If I needed a baby this afternoon, I could get a baby if I had the money to act with. There are some very nice people who have twins, and if one is crying then you bring in the other one. We are always very careful with them, because at some level it's odd there is a baby there and it feels wrong. So we try to shoot them very quickly and then have them leave. Especially when the baby is born and they are handed the baby, it's difficult, because you want a baby that's teeny, because it would look weird if a baby came out and was talking. And then you are scared to even have to hold the baby.

The guy who delivers the baby, Ken Jeong, is actually a doctor in real life, and he was terrified holding this little baby even though he knows how to do it.

Are you keeping the same title in the UK, where the term means something else?

That is a very good question. What does "knocked up" mean in the UK? Drunk or something?

It means to wake up.

To wake up is to get knocked up?

People have come to blows with American tourists.

Really? That's interesting. No one has told me they are changing it there, although I was told that in certain Spanish-language countries it would be called Super Horny. It changed in different markets, but I think it's still that in the UK.

Can you compare this directing experience to your first movie?

Well, it's very scary to direct your first movie, because you understand at every moment that if you do a terrible job and fail they won't allow you to do it again. So it's almost like an audition to have a career. This time I felt like if I screwed it up, I would probably still be allowed to do it again because the movie wasn't that expensive.

But, OK, I can probably have two really terrible big failures that I'm allowed to have before my career is over. So I felt better about that. I was much more relaxed. I was very nervous during The 40-Year-Old Virgin. I was constantly trying to hide my terror from the cast and crew. This time I actually enjoyed myself. But that's also because my family was around and that made it a more fun set.

Can you talk a little bit about the soundtrack and getting Loudon Wainwright to play a gynecologist?

Sure. Well, I first saw Loudon Wainwright on the David Letterman morning show in 1980 or '81 and he was on a few times and I was fascinated by him. I was probably about thirteen years old or fourteen years old. And he had all these really dark love songs about breaking up and they were hilarious and very sweet, and it was the first time I had heard humor in music that was also good music and it really connected with me.

So I followed him very closely, and I have been allowed to produce things almost for my own enjoyment, because when Loud is around, to me, it's like bongos on the set. I just feel like he is an underappreciated genius in music, and so I had him on Undeclared.

Also, he's a very funny actor and he's so loaded with emotion and angst that there's a lot to tap there. But with this movie, the reason why I had Loudon Wainwright and Joe Henry score it was-what happened was I saw Loudon Wainwright in concert and he had a song called "Gray in L.A." that I thought was fantastic and he hadn't recorded it yet and I wanted it in the movie, but my music supervisor Jonathan Karp said, "Ask him to record it without lyrics, because it's so pretty maybe that could be the sound for the whole movie."

And Loudon was in England and he said, "Hey, I'm going to record this with my friend, Richard Thompson," who's one of the great guitar players on earth who scored Grizzly Man, and they sent it and I thought, "Oh, that's a really original sound for a movie."

And they did something that was very unorthodox, which is they recorded full songs with lyrics and then we would strip out the lyrics and the melodies became the score. And then at the end of the movie there's two songs, but the soundtrack is actually the full songs of our score with lyrics and it's a great album that's getting great reviews. He's on Conan O'Brien on Tuesday and I hope it will expose him to more people because he deserves it.

Can you talk about the upcoming DVD and if you've thought about what you might be directing next?

The DVD, there's going to be a one- and a two-disc version released at the same time sometime in the wintertime, and we just have so many extras that it's ridiculous. It's taken so much time to watch them. They've literally handed me DVDs with six hours of footage that I have to go through.

One thing we did that I think is really funny is we shot a fake documentary during the making of the movie, and the documentary is about how Seth Rogan was the tenth choice to play the lead. So during our shoot we would have actors come and perform a scene and then I would fire them. And so we had James Franco do it, Justin Long, David Krumholtz, Allen Covert. I did it. There was a moment where I think I should be the lead as an actor/director. Orlando Bloom did it. It's really funny.

It's this whole documentary about how hard it was to find Seth. And then we also did a very funny fake documentary about how I was having fights with the studio so they sent in Bennett Miller, the director of Capote, to oversee the shoot.

And so Bennett came to the set, and we would shoot all this footage of him changing my angles and my coverage and debating me and it's very funny. I keep talking about how I don't like moving the camera because it's bad for the comedy, and he says, "Do you think it's funnier because it looks like shit?" [Laughs.] And it ultimately comes to blows between me and Bennett Miller. So we really went out of our way to make a DVD that takes a lot of comedic chances.

There's a very funny documentary about the rollercoaster sequence because Jay Baruchel didn't want to do it because he says he gets panic attacks on rollercoasters. The documentary is about me manipulating him into doing it, and you see me basically lying to him saying, "It's not that bad" and then him having a panic attack on the rollercoaster. And then he won't do it again and we have to keep doing it all day and then you see-because most people want to see this-most of our actors vomiting over and over.

It's just a funny little five-minute documentary. In addition to deleted scenes, there's a ton of deleted scenes and raw footage. I like to put just the raw takes on the DVD because I think it's fun to see our process.

Have you thought about what you might be doing next?

Well, I wrote a movie. We have Superbad coming out August 17th, which is a movie that Seth wrote with his partner, Evan Goldberg. It's a high-school comedy, and it's a really hilarious movie that I think is going to be really, really popular at the end of the summer.

It's truly one of the funniest movies I've ever been a part of or near. It just works. It stars Jonah Hill, who's in Knocked Up, and Michael Cera from Arrested Development, and Seth and Bill Hader play cops in it and it's just funny. It's about one insane night in high school, the last week of high school, and Greg Mottola, the director of The Daytrippers, he directed it.

And then I just finished a movie that I wrote with Jake Kasdan and Jake directed it, and it's called Walk Hard: The Dewey Cox Story, and that is a goof on movies like Ray (Picture: 1) and Walk the Line and Selena and Great Balls of Fire and it's about the long hard walk of Dewey Cox. He's been addicted to a lot of drugs. He's gone through a lot of wives, and when he was a kid, he accidentally cut his brother in half with a machete. He's working out these problems in this movie, and we're very sure it's going to win an Oscar. We're pretty sure that it's a shoo-in at this point.

Could you talk a little more about working with Seth? What makes the two of you such a good team and how did your working relationship develop over the years?

Well, I met Seth when he was sixteen years old and he was in Vancouver. Someone gave me a tape of actors reading generic scenes for Freaks and Geeks and Seth was really funny and he seemed real.

I was looking for kids who seemed authentic, and we wrote this scene where a kid is explaining how he's going to grow pot underground and then if the cops come, he's going to blow the entrance and then they'll just see the corn at ground level and he'll just say he's a corn farmer.

But Seth [deep voice] talked like this and he was really deep [resumes normal voice] and he did the whole scene really pissed off, and it made me laugh so hard and there was no part for him and we just created a part in the show.

And then he moves down to do the show and he brings his parents and I realize I've completely altered his entire life because now his whole family lives in America because we find him humorous.

But he was so funny when we did the show. You could just see that the light was on him, and when we would improvise he would say things that only a great comic mind would think of.

Even though he was sixteen years old, it was like he was born as a fully formed comedic personality. So when that got cancelled and we did Undeclared, I thought, well, I'll make him a writer. Now he was eighteen and he will tell me if things are not accurate to the experience of an eighteen-year-old even though he didn't go to college because he did Freaks and Geeks and I had ruined his life that way. I'd ended his education.

And then after that, Seth was having trouble getting work and he wasn't getting any acting work. A lot of people who are super funny, they don't fit into any category, so he went pretty much half a decade not getting cast, but in that time we were writing these scripts like Superbad and Pineapple Express and he wrote a script called Drillbit Taylor that we have coming out in the spring, and he was working really hard on his writing, and in my head I thought sooner or later we're going to get one of these movies made and he's going to star in them.

It's been really funny and he's really easy to work with and we're in enough of the same wavelength that we never fight. We'll start fighting now that he's a big star. Now's the moment where it all caves in and we're like Martin and Lewis. You know, he's like one of my great friends and it's all been really easy and we laugh hard all day long and it's a very pleasant experience. I'm really proud of him because it's not like everybody in town thought this would happen. So to see him actually pull it all off is very exciting.

Just curious, when you were a young man coming up, were there any particular sex comedies that might have rocked your world and made you realize you could make movies like that?

Well, I was pretty obsessed with Annie Hall when I was younger. I had the videotape of it as soon as videotapes were invented. That was one of the first videotapes my family had.

So I put in a lot of hours watching Annie Hall and Manhattan. So those probably had a big influence on me in terms of romantic comedies. Later Fast Times at Ridgemont High (Picture: 1) and Terms of Endearment (Picture: 1) were movies that I've always returned to for movies that are super funny but very real and emotionally impactful. Those are the main ones.

Say Anything. I loved Say Anything when I was a kid. I used to watch that a lot. I loved the way he presented teenagers.

Can you talk a little bit about your experiences working with Cirque Du Soleil?

Cirque Du Soleil was fantastic to us. We had this idea. I'd written Cirque Du Soleil into movies before and for one reason or another it never seemed to survive the rewrites and I always knew that there was a great comedy sequence to be done with Cirque Du Soleil and I was frankly very surprised that it hadn't already been done. There's very few things that are fresh that are that popular.

So when we sent them the pages, they were very, very receptive and they got the joke and were very comfortable with it, because it is about guys doing mushrooms at Cirque Du Soleil but it didn't seem to bother them.

They got the joke and we went to all the shows and tried to figure out which show would look right for the sequence, and then when we went there, for an entire day they performed the show just for our cameras and about 900 extras and it really couldn't have been easier.

It's the kind of thing that you would think would be incredibly difficult to accomplish, but theirs is just such a well-run operation that they made it all easy and I'm really proud of the sequence.

It gets really big laughs and I've been to all of those shows a billion times and we all went to the Love show the weekend that we shot that sequence. I've since been back. I'm very thankful to them.

Then later I found out that the woman who was in charge of approving everything babysat me when I was eight years old. Isn't that odd? She was my babysitter, now she's head of public relations for Cirque Du Soleil.

Does she remember you?

She did, she did due to my childhood antics. I'm sure I created a lot of problems for her then.

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