As the old Joni Mitchell song goes, Judd Apatow has looked at life from both sides now. Before tasting the thrill of victory — as the producer of hit comedies like Anchorman and Talladega Nights and the director of 2005's The 40 Year-Old Virgin and this summer's Knocked Up — he experienced the agony of defeat as the creator of such brilliant-but-cancelled TV series as The Ben Stiller Show, Freaks and Geeks, and Undeclared. Victory, it's safe to say, is a lot more fun. With the latest film from the white-hot Apatow laugh factory, the raunchy high school comedy Superbad, opening Aug. 17, we brought together Apatow (the film's producer), Seth Rogen (its cowriter and costar), and the film's two leads, Jonah Hill and Michael Cera, for a rollicking and very R-rated conversation about the ins and outs of comedy — the supergood, the superbad, and the superugly.

In this first of three parts (visit EW.com again next week for parts two and three), the guys talk about their unexpected sex appeal, where to draw the line on inappropriate content in a raunchy comedy, and how Regis Philbin killed Freaks and Geeks. (And, again, be warned: When we say this roundtable chat is R-rated, we mean it.)

ENTERTAINMENT WEEKLY: Why do you think these movies are clicking now? You've been on the critically beloved but under-seen side of things. What's different now?
JUDD APATOW: Well, you know, sometimes I think maybe people just didn't like Freaks and Geeks and sometimes I think it was just all scheduling and marketing. Now I think it was definitely scheduling and marketing.
SETH ROGEN: We've proven that.
JONAH HILL: [To Apatow] Did you ever really think that people didn't like it?
APATOW: I thought maybe there were less people that liked that kind of thing than I had thought. I thought people would be so happy to have a show that was funny, sort of honest, and about geeks and potheads. It just seemed like something that could be really popular.

It should at least have beaten season 10 of Cops.
APATOW: I remember I always used to say to Paul Feig, ''If we can't beat the 10th season of Cops, we shouldn't be on the air.'' And we didn't. Whenever you get bad ratings, there's always an excuse that everyone makes. The first episode got huge ratings, and then the second episode just ate it. It really dropped. And everyone said, ''Well, it's because the lead-in was different. Your lead-in this week was The Tejano Heritage Awards. Next week it'll be different.'' And then it didn't go up and then they moved us, and then right after they moved us, ABC moved the Regis Who Wants to Be a Millionaire show against us, and we just said, ''OK, it's over.''
ROGEN: I was on Regis yesterday. I should have told him that he cancelled us.
APATOW: He destroyed us. How was Regis?
ROGEN: He was awesome. He called me Josh by accident. I saw him in the hall and he said, ''Hey, Josh!'' I was like, That was weird, but I let it slide.
APATOW: Who did he think you were, Josh Hartnett?
ROGEN: I don't know. But he's so nice. I totally thought, if he's a d---, that's fine with me. He's been on TV forever, he's f---ing Regis — he's allowed to be an a--hole. But he was really, really nice.
APATOW: I met him once and he was so hilarious. He's like what you wish your family was like.
ROGEN: Except talking to him and Kelly Ripa, I kept feeling like I was talking to someone's grandpa and his trophy wife.
APATOW: Whose grandpa?
ROGEN: Michael Cera's.
APATOW: Did I answer any aspect of your question?

You blamed everything on Fox, Regis, and the Tejanos.
APATOW: Well, you know, when Freaks and Geeks got cancelled, we thought, Wouldn't it be great if we got picked up by Showtime and we could do the cursing, really frank version, where you saw them smoke pot and you saw how messed up they really were? And then Showtime never called.
MICHAEL CERA: Same thing with Arrested Development. One of the writers, Jim Vallely, said if we got picked up on Showtime, the first shot he would want of season 4 of Arrested Development would be a shot of Will Arnett having a sex with a girl from behind. Just to kick it off.

NEXT PAGE: ''What happens is that when people become popular, then people think they're sexy...for some reason.''

Video clip: Watch the trailer for Superbad:

ENTERTAINMENT WEEKLY: So it doesn't seem like there's been any shift in audience's tastes in your direction?
JUDD APATOW: A change in America? I don't think so at all, other than they allowed us to make a couple of movies and before they didn't allow us to make any movies. These are the same movies that have been rejected for the last half-decade.
SETH ROGEN: The people who didn't make Superbad the last 10 years will probably claim the audience's tastes have shifted, but I don't think they have.
JONAH HILL: [To Apatow] So why did they let you make 40 Year-Old Virgin? Was it because of Anchorman?
APATOW: Yes, after we did Anchorman, it seemed clear that Steve Carell was awesome every day and could handle a starring role. And so it was a little easier to get that made. I think Elf also opened the door in a big way, because that and Old School seemed to get people excited about Will Ferrell and the people in Will's world. But I don't think anything's changed.
ROGEN: It's funny, I'm noticing when you do a lot of interviews, often the reporters go in with something they want you to say and they'll keep asking questions until you say it. And the two things that people seem to want us to say more than anything is that audience's tastes have changed and that we are all unconventional guys to be in comedies — both of which I very strongly disagree with.
APATOW: Don't they remember Jack Klugman?
ROGEN: Exactly!
APATOW: I always talk about Jack Klugman. In fact, when I was trying to get ''unconventional'' kids on Freaks and Geeks — that's a code word I use —
ROGEN: — for Jewish. [Laughs] ''There are too many goddamn unconventionals at this country club!''
APATOW: ''I've got to go to temple with my unconventional friends.'' But I always talked about Jack Klugman. Like, if you looked at all the great old television comedy, it was always Jack Klugman and Tony Randall and Phil Silvers.
ROGEN: We're the new Phil Silvers, Jack Klugman, and Tony Randall!
APATOW: I don't know when it became that people thought funny people were all so handsome. That's just an idea that I've always rejected. But what happens is that when people become popular, then people think they're sexy also for some reason.
HILL: Thank God. Well, I think it's funny because every interview they say, ''You guys are leading men now and you're so unconventional,'' or whatever the hell the word is —
MICHAEL CERA: Untraditional.
HILL: And I go, like, ''Do you guys think Will Ferrell and Jack Black look different from us? Those guys are big movie stars!''
ROGEN: If every comedy star is unconventional, doesn't that then become conventional?
APATOW: Do you guys get insulted by that?
ROGEN: No, I honestly just think they're crazy. It makes me feel like they've never heard of Albert Brooks or Woody Allen or W.C. Fields or the Marx Brothers or any other comedian.
HILL: They're acting like we're making movies like Bourne Ultimatum. It's not like we're in like f---ing Ocean's 11 or something like that. We're making comedies!
ROGEN: It's a weird stance to take.
HILL: And it's everybody's stance.
APATOW: I never even thought that was one of the main jokes of Knocked Up. I didn't think it was that Katherine Heigl would be horrified at the sight of Seth. Because I think we're all cute.
ROGEN: I think we're fine.
APATOW: I think we're adorable.
HILL: And what's funny is that all of us date women that are far more attractive than we are. I feel like we're funny or likable and so that's what life is like. My whole life I've dated women that were considerably more attractive than I was comparatively.
CERA: Yeah, if you stood me in line with all my ex-girlfriends and said who's more attractive, it's always them.
APATOW: How long a line is that?
CERA: I don't know, maybe four feet.
ROGEN: If they lie down and lay head to toe?
APATOW: Or just one four-foot-long girl? [Laughs] I thought the joke of Knocked Up was that it was a guy that, after he slept with her, would talk about how much he loved smoking pot and how it was better than Tylenol. I didn't think it was a visual joke. Although I think when I first indicated to my wife [actress Leslie Mann] that I had interests beyond being friends, I don't know if she was thrilled about it.

NEXT PAGE: ''One time Judd sent me an e-mail during shooting: 'You should try not to curse so much, because you need to make it emphasize more when you do curse.' I just wrote back: 'F--- that.'''

ENTERTAINMENT WEEKLY: The other thing that sets the Apatow-brand comedies apart is the combination of the hard-R kind of raunchiness with the emotional sweetness.
JUDD APATOW: D--- and heart. That's what I'm going to call my new production company: D--- Heart Productions.
MICHAEL CERA: Those are the two key organs involved in life.
APATOW: There are obviously great comedies that aren't R-rated, but you can certainly do a very honest, frank, sweet, and also disgusting type of comedy with an R rating. I always enjoyed writing for The Larry Sanders Show because it was fun to hear Rip Torn say f---. To me, it's just about showing how people really express themselves. I mean, this conversation is R.
CERA: It was never a conscious effort to swear on Superbad. If anything, when we were doing the clean version for TV, it was a conscious effort not to swear.
APATOW: It was so hard to get Jonah to stop saying f---. We spent so much time trying to thin out the f---s. It was like, ''What f--- is not connected to a joke?''
JONAH HILL: One time Judd sent me an e-mail during shooting: ''You should try not to curse so much, because you need to make it emphasize more when you do curse.'' I just wrote back: ''F--- that.''
APATOW: You've got the f--- crutch.
SETH ROGEN: But if you're going to make a realistic movie, if the characters are over 15, it has to be R-rated.
HILL: Michael and I talked about how it never seems gratuitous.
ROGEN: To your mother it might.
HILL: It just seems like how people talk. If I got hit by a car, I'd be like, ''F---!'' It just seemed to me like it just sounded realistic.
APATOW: We got to a good f--- level.
ROGEN: We found our stride, f----wise.
HILL: Then I switched on the vag.
APATOW: I thought that when we showed Superbad to audiences, we would start an ongoing debate about how dirty should the movie be. And at the very first screening, nobody in the audience had any issue with anything in the movie in the numbers that would make you change it. I couldn't believe it. I thought we would be debating so many set pieces and language and cutting things. And there was nothing.
ROGEN: We didn't get to do anything to offend a large part of the audience. And we almost tried. It's pretty shocking.
CERA: So what's the biggest thing you guys have had to cut from your movies?
APATOW: On Knocked Up, we had to cut some jokes that made everyone dislike the friends. There was a run where they were talking about nude scenes and somebody was saying that they were going to view all of Julianne Moore's movies to catalog her nude scenes and that it was going to take them a couple of days.
HILL: I said her bush was like the hedge maze in The Shining.
ROGEN: And I went, ''Red bush! Red bush!''
APATOW: And the whole audience got very upset.
ROGEN: And to me that was like a miraculous moment of genius!
HILL: I remember it ended and Seth and I high-fived. We were so proud of ourselves.
APATOW: It'll go back in on the DVD. There was a sequence we had to trim down in 40 Year-Old Virgin which was Steve Carell watching a porno and fast-forwarding past the sex to get to the parts where they talk. You didn't really see anything. You just saw people moving very quickly and maybe boobs shaking really fast, but no penetration or anything. But the test audiences were really freaked out. I thought people would really laugh at super-sped-up sex.
CERA: They do that in Clockwork Orange where they have that sequence where everybody's having sex really fast.
APATOW: I didn't have that Kubrickian touch.
ROGEN: We didn't have Beethoven's Fifth.

Is there always a struggle to find the appropriate line on things like that?
APATOW: The audience tells you very quickly where the line is.
ROGEN: But, like, the period-blood scene [in Superbad], we didn't have any options. We did paint ourselves into a corner, just hoping people would go with it. And people went with it for the most part, thank God, or we'd be reshooting right now.
HILL: I remember that night, too, because Michael and I weren't allowed to go to the first test screening in case something went horribly wrong.
APATOW: Just in case they hated you and you'd never get off the couch. Here's how that call goes: ''Jonah wants to go to the first screening.'' ''No! Because if they hate him, he'll never recover!''
HILL: But I remember the second everyone called me and e-mailed me at the same time. Judd sent me a few e-mails, one being like, ''It's crazy, it's awesome, everyone loved it.'' And a second later he sent another one: ''Even period-blood killed,'' with five exclamation points.
ROGEN: I think that's the most nervous I've ever been in my life, at that first screening when the period-blood scene started. We would have had to reshoot something. I was horrified, absolutely horrified.
APATOW: It's so gross we can't even talk about it in EW. This whole section won't be in there.

EW Video: See Michael Cera and Jonah Hill bring the funny to EW's revealing cover shoot. Plus, watch an exclusive video clip from Superbad below

COMING UP IN PART TWO: The filthy foursome discuss critics, the agonies of failure, and the joys of awkwardness. ''I'm always so awkward and always reading into situations and thinking about how other people are interpreting something that they're probably not even thinking about. Then I just see Evan in his underwear in the middle of the street, like, 'So what are we doing, dudes?'''