Director Judd Apatow describes himself as the “anti-David Fincher.”

“I’m not the person that thinks you need to do 10 or 20 takes to get rid of all self-consciousness, to drain the actors so that they become so pure and in the moment,” the “King of Staten Island” helmer revealed on Variety’s Directors on Directors series.

“I love it, I mean, what’s better than ‘Zodiac?'” Apatow continued. “When I see a Coen brothers movie, and people are like, ‘They have storyboards for the whole thing and they don’t change one comma.’ Nothing would break me faster than if you told me I had to make a movie and not change everything constantly. I don’t believe in myself in that way.”

Partnered with long-time comedic actor Jason Bateman, who began his directing career at the age of 18 and recently took a turn for the serious by directing and starring in Netflix’s “Ozark,” the duo broke down their entire process from the page to the edit bay. Learn how to give Adam Sandler a proper line read, what to tell your editor after a long day of shooting and how to fight the urge to make everything about “a bag of money and a gun.”

Watch the full conversation above and read the exchange below.


Jason Bateman: This great latest movie of yours — in a long list of great movies — has another young, almost undiscovered talent that you, as usual, are way ahead in recognizing. Did you find that Pete [Davidson’s] story was perfectly aligned with what you’d like to do as a writer and as a director, or was there a process of kind of cooking it up into something that’s a little bit more what you wanted to say?

Judd Apatow: [Pete Davidson] did a cameo in “Trainwreck.” I don’t even know if you would call it a cameo because he was just a young comic that Amy Schumer said was great. We thought, “Let’s jam him in this movie, we don’t really have much room to do [anything] but I think he’s gonna be a legendary guy and I want people to think I knew at first.”

We do that in a lot of movies. We’ll just cast someone, and we’ll think we got nothing good, but we just want to prove we’re smart. That’s a lot of what the businesses is, it’s stroking your own ego. We’ll give him two lines, and then in 20 years we’ll be like, “I knew that! I gave him that line in ‘Trainwreck.'”

Bateman: The business is not a meritocracy? Are you making news right now?

Apatow: This is like you in “Forgetting Sarah Marshall.”

Bateman: I forget I’m in that and “Tropic Thunder” until I see the residual checks for $2.50. Both were under a minute, but it did trigger a little bit of a payment. Thank you for that.

Apatow: I believe it also triggered heat, career heat…

So I met Pete and he was really funny. Bill Hader was so impressed with him that he recommended him to Lorne Michaels off of two lines in our movie, it led to him getting “Saturday Night Live.”

We kicked around this idea, which was not the right idea, this college-themed comedy that I gave him. [Davidson] and Dave Sirus, his writing partner struggled with it for a while. Then one day we started talking about the area of him wanting his mom to be happy. I had not thought that I would ever do something very personal with Pete, I felt like it was sacred territory. I would never come to him and go, “Do you think there’s a movie and in your life?” But he kept, on his own, wanting to talk about a guy who wanted his mom to be in a relationship, to be happy. Slowly the more we talked about it, the more we realized that there was a lot of personal material there. And then one day we had to have the talk, which is, are you comfortable really trying to dig into that? The core of what this is really about, which is grief. He was and his family was and then we started writing the three of us.

THE KING OF STATEN ISLAND, from left: Pete Davidson, director Judd Apatow with crew members, on set, 2020. ph: Kevin Mazur / © Universal Pictures / Courtesy Everett Collection

Bateman: That’s something that you’ve obviously always been such a, sort of, sniper with, you can find humor in some of the broadest storylines, situations, characters, but also in the most human and raw and vulnerable characters and situations. Do you find when you go into writing a project or directing a project that tonally, you feel you have to be one or the other, or do you sometimes think about trying to braid those two tonalities, between the broad and the comedy?

Apatow: Well, the funny thing is that whenever we do something that’s on the broader side, we’ll be testing it and showing it to people, and they always want more emotion. They always want the arcs to work and make sense. So we’re making “Walk Hard,” and we’re testing it, and it’s very outrageous. We realized the crowd really needs closure between him and his dad. We can’t just do the crazy mean dad, “the wrong kid died joke.” They actually want to track this. So we had to do re-shoots of the scene where he made up with his dad. The same thing happened with “Popstar” the audience was very invested in their friendship. Even though we were having fun with that rock star bio documentary, the audience wanted real arcs and real emotions. It made me realize that you have to do that. Even on “Airplane” right! Wasn’t there Robert Hays emotional arc? At the the beginning of a project you do go, “Well, what is the tone?”

How do you figure the “Ozark” reality level rules, what are those discussions like?

Bateman: It’s not so dissimilar. The violence or the dread or the crime is, to a caveman like me, it’s really compelling. The bag of money and a gun, that’s all I’m really focused on as a reader or as a producer or director or whatever.

My partner in it, Chris Mundy, who takes care of all of the writing whenever there’s like, “Well, but we have these few scenes here where the daughter she she gets her first period.” I’m like, “Where’s the money? Where’s the gun? I don’t care about her first date or if the son fails a test.” [Mundy] says, “Well, if you don’t care about the characters, then the crime and the danger has no base to bounce off. You don’t care about the people that are in jeopardy.” Comedy works in the same way.

Are you open to that kind of feedback? Do you anticipate, “We’re going to get a note about relationships and stuff like that,” does that take away from what you really love to do, which is kind of focus on the humor?

Apatow: I usually think about the comedy more towards the end of it. If the bones of this work, if the DNA is right, it will lead to comedy. I try to come up with a story that works if it was a drama first. And then with somebody like Pete, he’s funny, and he dealt with grief and tragedy in his life by being someone who’s very dark, [with a] very honest sense of humor. So I don’t have to create a funny story for him, because I know that’s how his mind works. On the day we shoot it’s almost the first time where I’m like, “Okay, how do we make this funnier? This doesn’t seem funny. ” And we’re all banging our heads together. And sometimes we toss an enormous amount [out] of what we’ve done, because we’re not really in the area of something being as funny as we want it to be.

Bateman: What do you do about that? I’ve been doing a comedy where there’s three or four or five days where you’re doing a couple of scenes, or maybe even one long sequence, where it’s not supposed to be funny, you’re laying emotional pipe. You just have to get comfortable and let everybody around you get comfortable including maybe a studio executive sitting in the village for a couple of days. And there’s no laughs, there’s no jokes, but you understand as a filmmaker, that this is going to end up being about a minute and a half in the movie. Have you had moments like that and if so, what are those conversations like with either actors or or executives that might not necessarily trust the process?

Apatow: I remember how Garry Shandling used to handle that at “The Larry Sanders Show,” which is whenever anyone would walk over to him with the notes he would always be like, “Oh, don’t worry, I have so many more notes than you. Yeah, no, I don’t even think it’s that good.”

I think that’s the easiest approach to everything is just to be constantly searching for what is wrong. I have a very Jewish approach to directing. Which is, whenever I’m on the set, I’m imagining I’m in the editing room, six months from then, really upset that I didn’t get what I needed… So in a way, I’m shooting the reshoot during the shoot.

Bateman: That totally makes sense. But anytime I have that instinct, I feel like, if we’re going to do seven takes total of this scene, if I kind of give two takes to maybe the comedy version… now I’m cutting myself short on the possible seven takes of the right version of it in my mind, which is drama. Do you ever worry about not getting the full effort in the area that is probably the best way to go, instead of getting a little bit of everything?

Apatow: I’m like the anti-David Fincher. I’m not the person that thinks you need to do 10 or 20 takes to get rid of all self consciousness, to drain the actors so that they become so pure and in the moment. I love it, I mean, what’s better than “Zodiac?” Right?  I like where he gets with all that. But for me, I’m working in a reverse way, which is I want it to be so loose and so immediate, that something else happens. I never have a version of the scene in my head that I’m hoping they get to ever.

When I see a Coen Brothers movie, and people are like, “They have storyboards for the whole thing. And they don’t change one comma.” Nothing would break me faster than if you told me I had to make a movie and not change everything constantly. I don’t believe in myself that in that way.

Bateman: Do you like to be surprised with what the editor does? Or do you feel that it’s their obligation to figure out what you wanted with your coverage, and hopefully they stack those images in the way that you saw it in your mind when you decided how you wanted to film the scene to be shot?

Apatow: Well, we have that conversation, but it’s all usually about dialogue. We’re getting so much material on certain days, that I have to write a letter to the editor… And that’s what I do at the end of every day. Sometimes it’s helpful, and sometimes it’s not. When there’s long improv runs, you want to let them know what you think.

There was a moment where Ricky [Velez] said, “Knock knock, who’s there, not your dad.” It was a shocking joke and shocking on the set, by the way, because it was part of two hours of improvisation we were doing to establish how the friends talk to each other. And only Pete’s real best friend could say that. It’s not something I would put in the script. It was so real and their reactions were very viscerally truthful, and kind of troubling on a bunch of levels. It’s the moment where you realize this guy has convinced his friends that he feels better about his dad dying. And it’s a complete lie. They’re not having an honest discussion about his grief.  I’ll tell the editor, I think that’s usable. Let’s give it a shot.

You started directing doing “The Hogan Family” at 18 years old, which is amazing. I was so afraid to direct that I never told anyone I wanted to do it. And then Garry Shandling asked me to direct an episode of “The Larry Sanders Show,” and I almost shit myself with terror. Okay, go into Rip Torn’s lair and try to tell him what to do? But you had the courage to fight for that very young. And then they let you do it a bunch of times. So you must have done a good job. How did you know how to do that?

Bateman: Well, first of all, it was a few years into that show so I definitely felt like I was surrounded by a bunch of people that that that liked me, or at least, there was no mystery about how they felt about me. I knew the ones that didn’t like me.

Apatow: Who didn’t like you?

Bateman: I think the guy riding up on the boom dolly…  I figured out enough of how to do it just through osmosis. You get so much set experience that a lot of things that would be a mystery to other people becomes very obvious if you start spending even just a few minutes on onset. It doesn’t look like anybody’s working but you can figure out where people are working. It’s a neat thing that the ecosystem on a set. That’s where my confidence for came just through the set experience. My curiosity about what a director does was always something that was really interesting to me. They’re the person who is responsible to turn the audience to look at this, now perk your ears up, listen to this. And what kind of emotion does that build? And then what are we going to do with that emotion?



I never mind when a director gives me a line reading because I’m not going to ever do it exactly like that anyway. It just ends up being a much more efficient way to communicate what they would love to see in the scene. And then then I get excited that I get to do my version of that. But I understand the spirit of the notes sometimes is quicker with a line reading.

Apatow: Sometimes, because you don’t want to give someone a line reading, you have to find a way to get it across. “You know, I think maybe at the end of the sentence, you go up a little bit.”

Bateman: Do you ever notice an actor will start to get shitty with you because they actually see the effort you’re making? It’s like trying to speak French in Paris? The waiter would just start looking at you like, “Shut up dick, just speak English.” And then you think to yourself, well, this actor is getting pissed off at me. I should have just given them a line reading and just dealt with the anger then it would have been it would have been quicker with the same result.

Apatow: I think it was [Adam] Sandler on “Funny People” I’d be dancing around it. And he would go, “Just say it, say it. Just say it. Just do it.”  Who do you enjoy directing? I’m sure there’s many of them, but just an example.

Bateman: I try to never really engage with an actor on a note. If I feel like it’s not going to be heard. I feel like half of my job is to really be honest with myself and with the with the actor about what They want to do and what they’re capable of doing, what is their sort of spectrum of of taste and ability, and inside of that is going to be their version of the of the character.

If I want a version of the character lives outside those goalposts, then it’s my fault for having cast them. I try to make sure that all of my notes come from a place of understanding what version they’re trying to do, and how this note might help them get that done. As opposed to me giving them a note to push them towards the way I want the scene to be played, or that line to be read or that character to come across. Jump ahead a few steps, they’re never going to be able to get there. Because even if they could, they would, or if they wanted to, they would be doing it. You control performance, I’ve found and you cannot control music. It’s so alive, all the way from from action to cut, you got to just sit back and watch.

I can pick a lens, and that lens is going to be specific and constant throughout the scene. I can’t give a note on this line, this line, this line, this line and this line and expect all the spaces in between there to be managed by the actor. I’ve got to find what they’re thinking and give them support and confidence that they can carry all the way through in many different versions of the scene, as opposed to trying to jam them into specifics.

Apatow: It’s funny because, I’ve worked with Seth Rogen, Rudd and Sandler. I knew them so well, that, when I was writing, I knew what would happen. I knew a version that would happen, and maybe other things would happen too. But I could imagine it and it would be pretty close.

When I worked with Pete, also because he hadn’t been in many movies, I literally had no sense of how he would say any line. When I was home at night, I thought, “I wonder how he’s going to do this? I wonder what it’s going to sound like.”  Because it was directing somebody whose emotions were up and down who was manic. It would constantly surprise me where he would play it like in a rage or would choose to do it quiet and sad. And then another scene, he might explode.

Bateman: One of the things that I hope I do as well as you is create this sort of authenticity… Casting directors are a big part of that, but having a good sense of, to use the same word which gets overused I apologize but, tone. There are actors that would be great for a Mel Brooks comedy, but not as good for Woody Allen comedy and vice versa. Neither are better films, they’re just comedically on either end of the spectrum tonally. The same can be true in drama. Do you work with the same casting director? Do you have a good sense of tone as you’re going into casting? Are you willing to change that tone if you fall in love with an actor that might be doing a different tone?

Apatow: With something like this, it’s so personal to Pete I’m really tuning into what his world feels like and what he’s comfortable with. So very early on, Bill Burr’s name came up, but I knew that Pete really looked up to him. He was important person in his life. And when he was a kid, he went to see him when he was like 14 or 15 years old, and walked up to him like at an elevator in Atlantic City with his mom. And his mom was like, “He wants to be a comedian too!” Years later, when he met him when he was doing stand up when he was like 17 or 18, Bill remembered that. I’m sure he was still kind of like a striking young kid.

Bateman: You don’t forget those lips Judd.

Apatow: You don’t forget the pastiness.

Bateman: The beautiful, pouty lips against the pastiness he’s like a doll.

Apatow: He’s a human caricature. He loves Bill so much, so and he mentioned Bill, who I really admire him. He’s one of the great stand up comedians, and he had just done an episode of “Crashing” with Pete Holmes, and I watched all his dailies, and I thought “Bill Burr is kind of an incredible actor.” I’m both tuning into my instinct about it, but also, who Pete feels connected to. Just like Amy, she really wanted Colin Quinn to play her father. I could tell that that meant a lot to her, she had felt that connection. And so I’ll just expand on that.

We talked about Steve Buscemi playing one of the firefighters and Steve Buscemi was a firefighter early in his life. When 911 happened he went and he helped clean up Ground Zero and he stayed very close to the firefighting world. And then Pete says, “I found a picture of me with Steve Buscemi in it.” From right after 911 when Pete was a little kid. He sent me this picture which is Pete at an event for the kids of fallen firefighters. And there’s little Pete and in the background and a quarter of Steve Buscemi’s face. Sometimes it feels magical, the universe is telling you. “Oh, we need to try to use this connection. There’s something special here.”

Your cast is like really remarkable. Talk about just the original casting. I don’t know if I would even use the word authentic because I feel like it’s almost a world of its own invention. It is authentic to the world that you guys created.

Bateman: I’m not sure was the chicken or the egg was but I did know that. I always find that the bad guy is a big declarative tonal piece of casting, whether it’s a comedy or a drama, so I was very focused on Peter Mullan right out of the gate. I’d fallen in love with him from “Top of The Lake” and knew that I wanted him to play a Mr. Snell. I can’t remember if I went after him first or Laura Linney. But I knew that they both were very important to sort of declare what the show is aspiring to be. [Linney] was a big piece of actor bait, she was a great recruiting element. And Alexa Fogle, our casting director she’s just got incredible taste and knew how to find actors that maybe hadn’t seen a whole lot before, but still had that authenticity that rawness. So that you didn’t have a bunch of people playing caricatures of hillbillies. Or that could play the difference between a hillbilly and a redneck. That’s the kind of tone conversation you’re constantly having.

Apatow: And Garner!

Bateman: [Julia] Garner. She’s fantastic, she lives in Brooklyn, she’s got nowhere near a Southern accent. She’s a real gymnast with all of this stuff. Chris and his staff they’ve got so many ideas about what they could and should do with that character. You sometimes miss that when you’re in the film world where an actor will start to play a character in a certain way, it just motivates and inspires you as a staff, “look at the way they play jealousy now we’re going to make jealousy a part of that character.” By the end of 13, 14 episodes, you’ve got this huge  bucket of emotions and possibilities for characters and it starts to shape and inform storyline.

Apatow: That’s why my movies are long, because in my head, it’s a six seasons of a show… I remember when we were doing “Girls” slowly we learned what everybody could do. Suddenly, we were like, Allison Williams is so crazy funny. You can feel it with a writing staff where they just start pitching scenes, and everybody was great on the show, but I think they found these wrinkles…

I think that’s one of the saddest things about making a movie, is that sense that you’re not going to be able to do it again.

Bateman:  Maybe the happy middle ground would be a limited series. You take a book and you can you can do the whole book. You don’t have to pare it down into an hour and a half. You can do 10, one-hour episodes so you can service all parts of the book and all the possibilities of the characters.

Apatow: Judd Apatow’s “The Stand.” I’m going to do all the Stephen King’s over again “Dead Zone,” “Firestarter.”

Bateman: “Carrie.”



This interview was condensed and edited for clarity. 

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