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O'Dowd spent eight hours shooting a scene with Jason Segel and Megan Fox for This Is 40 that wasn't in the script at all. Most actors need some breaking in on an Apatow movie, which is partly why he tends to work with the same actors over and over. O'Dowd, Melissa McCarthy (who plays an angry parent at the kids' school) and Annie Mumolo (who plays the wife of Pete's best friend) were all in Bridesmaids (which Mumolo co-wrote). Lena Dunham (whose character works at Pete's record label) is in the Apatow-produced HBO show Girls. Rudd, Mann and Segel have appeared in Apatow projects for nearly a decade; Segel was still a teenager when he was cast in Apatow's beloved but short-lived high school show Freaks and Geeks.
"You get sort of a family feeling," says O'Dowd. "Family is wrong. Cult. It's got more of a culty feeling." Dunham showed up five days before she started filming just to help punch up jokes. In that time, she told Rudd that in fourth grade she had a rich interior life in which he was her boyfriend and that in seventh grade she followed him through Urban Outfitters in New York City. Rudd, she says, pretended this was normal.
Albert Brooks, who plays Pete's dad, is new to the cult. When Pete asks his father what he thought of the Graham Parker show, Brooks improvises the line "Was he doing his own singing?" Apatow loves this and makes him try a dozen variations, until Brooks is asking Rudd if Parker lip-syncs like "Britney Simpson." Apatow has Brooks deadpan "The crowd seemed to like it" and "It's nice just being out." Brooks' brain is working incredibly fast, translating Apatow's suggestions into old-Jewish-man speak, but after five minutes Brooks finally asks Apatow to stop.
"I didn't really hear what his sets are like," Brooks says later. "I wasn't used to it. I told him, 'Let me empty my brain first. Don't yell anything until I'm done.' The worst thing on a movie is to think of something you should have said when you're driving home in the car. But it doesn't happen much here. He wrings it out of you." When Brooks directs, he improvises, but he doesn't ask the other actors to do it "because for the most part it doesn't work out very well," he says. "My conclusion is no one has ever made anyone cry in an improv. It goes to 'Hey you f---!' They never go to quiet soft emotions. It's never, 'Hey, my dad just died.'"
But Brooks is wrong. It turns out that if you improv enough, someone will cry, and that person will likely be your daughter. In one scene of This Is 40, Maude's character is supposed to curse out her parents and burst into tears. "I'm at the monitor, and she comes up to me," says Apatow. "She's crying about the fact that she can't cry. I tell her to walk out in front of the camera while she's crying, and she kills it. I felt bad. But it was like Daniel Day-Maude. It was like seeing her find her voice, learning how to be an actress."
At 11 p.m., Rudd, exhausted, walks up to the stage and does a few lines of standup to try to keep everyone awake, but he doesn't get much of a reaction. Mann lies down in the booth next to Apatow. "I'm hiding," she tells him.
"From who?"
"From everybody."