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 second of three installments (see Superbad roundtable, part 1, here; come back to EW.com tomorrow for part 3), the guys talk about writing for ''regular people,'' how there's no maturity in comedy, and the unsung beauty of awkwardness. (And, again, be warned: When we say this roundtable chat is R-rated, we mean it.)

ENTERTAINMENT WEEKLY: Judd, I know you've been a big believer in showing your movies to test audiences and if they don't laugh at something, you throw it out. Some people might wonder if you risk squeezing the idiosyncrasies out that way.
JUDD APATOW: Well, usually as you're about to lock a movie, you throw in 15 jokes that didn't work just for yourself. ''We're about to lock forever — put back in that thing everybody hates.''
SETH ROGEN: But if there's something we love, we'll keep it generally. I mean, even the ''Age of Aquarius'' thing in Virgin — people didn't like it for the most part.
APATOW: That's not true. People liked it. Well, here's the thing with all testing: The favorite thing is always also the least favorite. Out of 400 people, 100 people will say something is their favorite thing and then like 35 or 40 will say it's their least favorite. On dirty things, on clean things, there's always that split. But that hasn't become an issue that we disagree with the audience. In fact, when those audiences walk out of these tests now, they look exactly like the cast. You couldn't tell. It's like if the band Wilco had 400 members.
ROGEN: Exactly. We're like the Polyphonic Spree.
JONAH HILL: Do you think that's it? Are people finally wanting to see people that they recognize from their lives?
APATOW: Those people always existed. There's more people now. But it's not like suddenly Freaks and Geeks sold 10 million DVDs in the last six months.

But I assume it's easier for you now to sell people on your theory that you don't need recognizable faces in comedy — you just need people who are funny.
APATOW: I've always had a simple theory, which is that movies that are genuinely funny never bomb. Then people say, ''What about Office Space?'' And I say, ''It was a huge hit on DVD.''

So TV is different?
APATOW: TV is different because you can be in the wrong time slot and just never get seen.

Was that what happened with Arrested Development?
APATOW: But that kept going on for three years.
MICHAEL CERA: I was surprised it kept getting picked up.

It survived just solely on glowing reviews.
CERA: Yeah, critics. And we won Emmys the first year. But nobody ever was watching and it went three years.
APATOW: But in movies, if something is very funny and people laugh, it never is a money-loser for somebody. So I always say, I don't think people care who's in a movie at all. It may be a marketing challenge. Superbad is a bit of a marketing challenge.
HILL: What about, like, Ace Ventura? I remember when that came out, I knew who Jim Carrey was from In Living Color, but, like, my parents didn't know who he was. No one knew who he was.
ROGEN: I remember I was so psyched for the new ''James Carrey'' movie. [Laughs] People like to be the first guy to discover somebody.
HILL: And then they hate us when we become successful.
ROGEN: I remember when Ali G came on, nothing made me happier than to tell someone who hadn't heard about it to watch it. It's the same with movies. You want to be the guy to tell your friends. Like [the not-yet-released comedy] Foot Fist Way — I tell everyone about that, because then people think you're funnier. It reflects well upon you.
HILL: It's like wearing a shirt of a band. People associate you with the coolness of the band.
APATOW: I remember someone once sent me the pilot of South Park. And someone called me to give some advice about how you hire a staff, so I talked to Matt Stone and I said, ''I just want to be the first one to say this to you. This is going to be biggest thing ever. I just want to say this so it's official. Everybody's jumping on the train — I want to jump on first. This is going to be crazy, cover of Rolling Stone. Your life is completely destroyed from this point.'' I had nothing to do with any aspect of the show, but my cool factor in my own mind went up.
ROGEN: Maybe people who want to be viewed as really smart and intellectual tell people to go see Babel, but people who want to be funny will tell everyone to go see Office Space. I think that's just how it is. It reflects upon you in a way.

NEXT PAGE: ''When it makes me so uncomfortable I want to turn it off, that's when I know I'm watching something awesome.''

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

ENTERTAINMENT WEEKLY: You don't get more satisfaction getting a laugh from —
JUDD APATOW: From a bitter comedian?

Yeah, the comedy experts — getting a laugh from them doesn't mean more to you?
APATOW: No, no, I turned on them a long time ago.
SETH ROGEN: There are jokes that our snobby movie friends can over intellectualize laughing at, but we didn't write it for them. We write it for regular people. We don't make these movies for people who are really into movies necessarily.
JONAH HILL: I make everything I do for Michael. If I see that little smile, it makes my whole day worthwhile.
MICHAEL CERA: I make my playlist on my iPod based on what Jonah would like — and he's never even going to listen to it.

A lot of comedy these days — Borat, Curb Your Enthusiasm, your movies — comes out of awkwardness and discomfort. Is it tough to find the line sometimes between funny-awkward and just plain painful?
ROGEN: When it makes me so uncomfortable I want to turn it off, that's when I know I'm watching something awesome. Like, I remember the first time I saw the British Office, I was like, Oh, my God. I literally couldn't watch it all at once, because it made me so uncomfortable. That's when I realized, like, F---, these guys are good. Especially when you know it's fake.
APATOW: When I was a kid, I used to watch The Honeymooners and as soon as they got to the moment where everything was going to collapse, I'd shut it off and didn't come back. I watched the first 12 minutes of every Honeymooners. Now I do almost nothing but cringe-factor comedy, but I just couldn't handle it at all. My favorite show now is Extras. It makes me laugh so hard. But that's another one where I have to pause.
HILL: I feel like in life sometimes I create those situations because I find them funny. Like I'm consciously trying to create an uncomfortable situation because I find that funny.
ROGEN: Michael does that.
HILL: You thrive on that, yeah.
CERA: I'll go to a party sometimes that I can't stand being at, and I'll just sit there listening to people. Just people I don't want to be around.

Do you all have a really high tolerance for awkwardness?
APATOW: In life? My whole life is an awkward moment. Every single day I'm awkward so much of the day.
ROGEN: It's funny hanging out with [Superbad cowriter] Evan [Goldberg] a lot, because he creates a lot of awkwardness but he is never uncomfortable.
CERA: I find that elderly people are like that. Elderly people have no sense of awkward situations. I can't wait to be like that.
ROGEN: 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?''

A lot of critics and commentators — the David Denbys and Maureen Dowds of the world — have tagged your brand of comedy as, essentially, immature guy humor about immature guys.
ROGEN: Made for, by, and about immature guys.
APATOW: Whenever I read any of that stuff, I always think, There's literally no history of mature-guy humor. Go watch Modern Times: Charlie Chaplin has two wrenches and he's chasing after a woman with nuts on her nipples! I mean, there is no mature comedy. Even those old Cary Grant movies, I think they're all immature and weird.
ROGEN: Is Preston Sturges mature?
HILL: Is Sideways a mature comedy?
APATOW: I reject the entire notion of maturity. Nothing is funny that is mature. Isn't it all just doing things wrong and screwing up and learning lessons?
ROGEN: Network is a good mature comedy.
APATOW: No, it's immature, because it's an old man screwing a young woman. He can't grow up! He has to cheat on his wonderful wife with Faye Dunaway.

COMING UP IN PART THREE: The fellas talk about the merits of improvisation, their sundry influences, and the softer side of Superbad. ''The movie always was about guys who are afraid of intimacy covering it up with this incredible bravado and talking about what they're going to do to women, and it's all bull----.''