Stand-up comedian George (Adam Sandler, left) looks to budding funnyman Ira (Seth Rogen) for support when he contracts cancer in Judd Apatow's dark comedy Funny People. ((Universal Pictures))

Funny People is a funny creature. The latest outing from writer-director Judd Apatow, the all-hit wonder behind The 40-Year-Old Virgin and Knocked Up, is not just funny ha-ha, but funny-strange, a many-headed beast of cuddly fur and prickles.

There’s a darkness in Funny People that belies its sunny California sheen.

This beast is also endowed with more penis jokes per minute than, well, any Apatow movie before. Always a fan of the testicular gag, the bar he previously raised (or lowered, depending on your perspective) has been snapped like a twig. On the penis-joke front, however, we are — sadly — talking quantity, not quality. But other than that particular indulgence, Funny People is actually quite wholesome, a simple story with complicated permutations about a lost, selfish man given one more chance. It’s A Christmas Carol in Los Angeles.

Adam Sandler plays George Simmons, a movie star who makes painfully high-concept comedies with titles like Re-Do, about a man whom a wizard turns into a baby, and the self-explanatory Merman. These trifles bring Simmons obscene amounts of cash that keep him in a mansion where everything is controlled by remote. But his career washes the former street comedian in indifference, if not flat-out shame.

When George is diagnosed with a kind of leukemia, the emptiness of the mansion and the life within it start to echo around him. And so he fills the space with a young comedian named Ira Wright. Ira (Seth Rogen) is like a flashback version of George, a Jewish kid with wide-eyed L.A. dreams — he hangs his grinning head out the window of George’s limousine like a dog. Ira is perpetually sleeping on a friend’s couch and looking for his big break, still working at a supermarket deli and doing stand-up for free. When George watches his set at a club one night, he sees something in the kid and hires him as an assistant. The job turns out to be the position of hired friend, one who is not only required to write jokes for the famous man but to sit on a chair next to his bed at night and talk him to sleep.


George (Sandler, left) reevaluates his life with the aid of old flame Laura (Leslie Mann) and new friend Ira (Rogen) in Funny People. ((Universal Pictures) )

Apatow is a good writer, and his characters are often nuanced, men who do — and say — naughty things but are not quite reprehensible. Even in the fantasy bubble of L.A. celebrity, it’s a testament to Apatow’s writing skill that George somehow feels real, a bratty star quick to turn on his adoring minion, moderating his off-handed, mumbled cruelties (all in the guise of comedy) with bouts of genuine kindness.

This is a film in which a group of men, all aspiring actors and comedians, don’t so much talk as eviscerate one another. Ira and his two roommates, Leo (Jonah Hill) and Mark (Jason Schwartzman), communicate in a kind of coded language of penis jokes and fat jokes and humping jokes. The long dig down to something meaningful is exhausting sometimes, but that’s in part Apatow’s point: behold the loneliness of the jokester, expending all that effort to keep real feeling hidden away.

George’s fatigue is part leukemia, and part Hollywood. Sandler, who is in possession of a kind of casual jerkiness that he has, in past years, worked hard to soften, is very good in the part, particularly when George responds to his death sentence by hitting the comedy clubs. There, on the stage that made him, he’s the saddest clown, his Droopy Dog face giving off doom. In one song at a piano, George sings a falsetto good-bye to his audience: "What will you do without me to amuse you? It’s always been a strained relationship…" Apatow only flirts with this compelling idea of a comedian’s uneasy relationship with his fans; I wanted more. But Sandler precisely conveys what it is to be the world’s dancing monkey. (Famously reclusive himself, Sandler may know of what George sings.) Loafing and hollow-eyed, he’s a man sucked dry, cancer or no cancer.

Halfway though its lengthy 2½ hours, Funny People suddenly veers toward a love story, when George realizes the one that got away is the one he needs. He commences pursuit of Laura (Leslie Mann), the woman he lost 12 years ago with his cheating, hound-dog ways. But Laura now has two daughters (played by Apatow’s own offspring, Maude and Iris; Mann is Apatow’s wife) and a beefy Australian husband named Clark (a surprisingly funny Eric Bana, who’s not the leave-able loser he’d be in a more conventional film). But is the reunion between Laura and George real love, or a shared delusion?

There’s a darkness in Funny People that belies its sunny California sheen; romance is an uphill battle in Apatow’s films. He doesn’t write too many female characters — boo — but those that he does are smarter and more capable than the men who stand slack-jawed in their presence. Female competence sends the guys back to one another, bewildered.

Apatow makes movies about the love between men, and this is a buddy movie – or, to utilize the Where’s the Beef? catchphrase of the moment – a bromance. Rogen’s entire manner seems to have shifted into something more taut along with his new, thinner body. He attempts to create an actual character here, more insecure and less raunchy than his usual persona. He and Sandler have genuine chemistry, and their friendship starts (first) with the boy’s club comedy banter that obviously sends Apatow’s heart soaring. He lets them riff on — and on and on, in some cases.

Funny People is evidence that Apatow now has enough pull in Hollywood to make a movie that pushes against the imaginative limits of the blockbuster, and, in fact, spits in the face of those limits. The film is packed with bitter, ironic contempt for mainstream entertainment, the stuff that made Sandler and Apatow (to a lesser extent — he’s always seen himself as an outsider) famous. No wonder they’re wary of the audience, those who would consume such brainless pabulum as George’s movies and Yo Teach…!, a Head of the Class rip-off starring Ira’s pretty-boy roommate Mark.

Read through the lens of Sandler and Apatow’s monster successes, the film brims with self-loathing. When Leo gestures at the poster of George’s hit film Re-Do — a grotesque image of Sandler’s head superimposed on a baby body — he says, "Yeah, yeah, the man has to become a baby to become a man." That’s a loose description of Sandler’s megahit Billy Madison and a variation on several other features in his oeuvre. Funny, but not flattering.

And yet Funny People isn’t only for celebrity insiders. Apatow’s instincts are commercial, and he knows how to keep a film pulsing with jokes, and how to propel a story (or several, in this case) forward, even at this length. The movie is not merely about one lonely celebrity, but about loneliness and the isolation of middle age — a theme of Knocked Up, too. George shows up at a 20-something Thanksgiving at Ira’s and toasts the guests’ youth, bidding them to recognize how good they have it. He senses his own greatness fading behind him, which might mean something different for a famous person — or a dying one — but also matters to the chauffeur, the director and the audience, always waiting to be amused.

Funny People opens July 31.

Katrina Onstad is the film columnist for