"THIS IS 40" (2012)

DIRECTOR/PRODUCER: JUDD APATOW PRODUCER: BARRY MENDEL PRODUCER: CLAYTON TOWNSEND EXECUTIVE PRODUCER: PAULA PELL CO-PRODUCER: LISA YADAVAIA

This is 40

by Judd Apatow

Debbie gets out of the shower. Pete follows.

TITLE UP - THIS IS 40

Pete sneaks down the hallway. He kisses SADIE (13) as he wakes her. She wants to be left alone.

Pete breathes all over her as he talks.

Pete lifts a sleeping CHARLOTTE (8) out of bed and walks her downstairs. It looks ridiculous because she is too tall to hold her like she is a baby.

Pete and the kids set up a tray of muffins and donuts on the table and decorate the room with birthday balloons, streamers, etc. Pete sneaks bacon, cupcakes, and mini donuts into his mouth occasionally. The house is a bit more cluttered and messier than when we last saw it inKnocked Up.

Debbie opens a window and sneaks a cigarette.

She holds her cigarette with a yellow dish washing glove. She puts out the cigarette and goes through an elaborate routine of hiding the smell of smoke. She puts some weird oil in her hair and uses a wet nap on her neck and clothes and brushes her teeth. She sprays cologne and walks through it.

Pete and the kids hold a cake and sing “Happy Birthday” as Debbie walks in. When they are done she blows out the candles on the cake which says “Happy 38th Birthday.”

The kids eat cereal. Sadie watchesLost on her iPad while Pete and Debbie talk in the kitchen.

Pete clears the breakfast dishes.

He turns on the faucet and pours water on the cupcake.

Charlotte plays the theme fromThe Office on her keyboard.

Sadie tears apart her closet looking for clothes.

Debbie is in workout gear. Pete enters wearing a lycra outfit with all sorts of logos on it. He is a complete bicycling asshole.

Debbie leaves. Pete picks the soaking wet cupcake out of the sink and takes a bite.

Debbie runs up a long flight of stairs with her trainer JASON. Her friend BARB trails behind.

We see Pete in a large group of bikers riding down San Vicente. Pete’s friend BARRY is part of the group.

A car makes a right turn in front of Pete, nearly hitting him. Pete bangs on the back of the car.

Debbie is doing sit-ups while talking to Jason, who holds her feet down. In the background, Barb stretches on a yoga ball.

Jason demonstrates.

Pete and Barry eat frosted scones, happy to get some alone time to delay their return home.

The family is driving. Sadie watches an episode ofLoston an iPad. The Pixies play on the stereo, and Pete sings along.

Debbie switches the radio and sings along to “Take On Me” by Ah-Hah.

Sadie stares at her iPad. We see a violent scene.

Charlotte grabs for Sadie’s iPad, then starts trying to lick her.

Pete and Debbie get out of the car and walk down the street.

Pete and Debbie enter and we see their two employees, JODI and a new, gorgeous employee, DESI, who is up on a ladder.

Debbie goes behind the register. She looks at Jodi.

Pete is still staring at Desi on the ladder.

Pete walks over to Debbie.

Desi comes down to help a CUSTOMER at the front of the store.

We see quick cuts of Debbie playing with the kids on the trampoline outside. She does a full flip and lands on her feet. Pete is nowhere to be found.

Debbie walks down the hall and into the bathroom without knocking. Pete is on the toilet playing Scrabble on his iPad.

She angrily grabs his iPad and walks out.

A sign outside reads: “Tonight Only: Graham Parker”

Pete stands on stage speaking to a small crowd.

The crowd applauds as Graham Parker (60’s) leaps on stage.

Pete and Debbie watch Graham sing a very moving song. The song is fantastic and personal, but clearly not commercial.

We watch Debbie. Although the music is great, it’s a little depressing and not working on her. She quickly gets bored.

Pete and Debbie are driving home.

An ambulance drives by, sirens blaring.

Pete and Debbie walk in mid-argument. Sadie is listening to a song on her iPhone.

She puts Sadie’s iPod in a dock and plays the Nikki Minaj rap “Roman’s Revenge.” They all start rapping along to it.

They all laugh and dance and go crazy. Pete turns the iPod off.

Pete puts on “Rooster” by Alice In Chains.

Pete starts dancing around like it is fun.

Pete stops his music.

Pete sits with the kids and eats breakfast. Debbie scurries around him to prep the kids for school.

Charlotte runs away towards her room. Sadie screams.

Debbie covers Sadie’s mouth.

Debbie drives the kids to school.

Debbie runs Charlotte into the school. Along the way they see a lot of parents. Debbie says “Hi” to them in the way that lets us know that she does not know anybody’s name. Debbie says “Hello” to a PREGNANT FIFTY-YEAR-OLD PARENT, towing a seven-year-old boy.

Another parent, BETH, and her adorable child walk over.

Beth and Katie walk off.

As they walk into class, the teacher pulls Debbie aside.

The teacher walks away before Debbie can defend herself.

As Debbie pulls out of the lot, she lights a cigarette.

Pete paces around his office on the phone.

Pete is with RONNIE and CAT, employees at his record label. They are watching an electronic press kit cut together for Graham Parker. There is a montage of him performing throughout the years from the seventies to the present.

Angle on Graham and a journalist wearing a yarmulke.

Angle on Pete, Cat and Ronnie.

Graham walks up.

Pete and Debbie are talking. Debbie holds a list of changes she wants to make.

Pete picks up a guitar and starts playing with it.

Pete and Debbie are in bed. Debbie has a computer on her lap.

We reveal that Debbie is watching security cam footage of the store.

We watch the footage and suddenly Desi’s BOYFRIEND enters. He walks behind the counter, and she sits on his lap. She adjusts herself.

On the screen, they kiss. Desi seems to be popping up and down a little.

Pete farts.

He farts again. It is longer.

Debbie hits Pete with a pillow.

Pete farts again.

Charlotte jumps around in front of Sadie’s door. Sadie sits on her bed quietly doing homework.

Charlotte grabs her own head and makes it look like she’s being dragged away.

Sadie does not even look up.

Charlotte plays air guitar. Sadie does not respond.

Debbie and Pete begin their “fresh start.” Debbie tosses her cigarettes in the garbage cans outside. Pete tosses a packet of M&M’s in the garbage. He throws out all of his cupcakes except for one. He takes a bite, tries to throw it but again, can’t. He takes another bite, holds it over the garbage, then takes one last bite before dumping what little remains.

Pete runs on a treadmill while getting an electrocardiogram.

Debbie is getting a mammogram. The machine clamps too hard on her breast. She screams.

Pete gets his testicles examined.

Debbie is getting a colonoscopy.

Debbie has some sort of very painful oral surgery. She’s a little high from the laughing gas.

Dr. Bowe has his finger inside of Pete’s anus, giving him a prostate exam.

Debbie is at the Gynecologist. He is the same one from the beginning of Knocked Up,DR. PELLIGRINO. Debbie’s legs are up in stirrups.

Two nurses enter the exam room.

NURSE #1 Hi, sorry I just have one quick question. On your form you said you were born in 1974, but your paper said 1972. I just need to know which it is.

NURSE #2 Because on your last form you said that you were born in 1975.

NURSE #2 So you want to go with 1974?

NURSE #2 Okay. Just remember to write 1974 every time.

Debbie comes in the bedroom.

Sadie runs down the hallway.

Charlotte tries to open the door, it’s locked.

Debbie is giving Pete a blow job out of frame. Pete is sitting on a chair, super happy.

Charlotte shoves Sadie.

The fight between Sadie and Charlotte escalates and becomes physical.

Muffled screams from the girls outside.

Pete walks to the front door. His father, LARRY, greets him.

A low flying 747 lets us know he lives too close to the airport in a small house.

Pete sits down and talks with Larry.

TRIPLET #1 Daddy, you never play with me.

TRIPLET #1 You don’t look like my brother.

TRIPLET #1 I came from a test tube.

Two other identical children enter and jump on Larry.

TRIPLET #2 Daddy come play with us.

The kids crawl around on him.

The three exit.

Larry stands up and walks outside. Pete follows.

Larry prepares to spray the kids with the hose.

TRIPLET #1 I do!

Larry sprays him with the hose.

TRIPLET #2 Murder me!

TRIPLET #2 I’m dead!

Larry’s wife, CLAIRE, enters.

Larry gets up and walks outside.

A nervous Debbie approaches a hostess.

Debbie sees OLIVER (65) sitting stiffly at a table.

Oliver takes out his iPhone and starts showing Debbie photos.

He exits. Debbie picks up his iPhone and sadly scrolls through all the happy pictures of his new family.

The family’s hanging out, relaxing at dinner.

Charlotte holds her iPhone to her face using an app that animates her mouth to look like a talking monkey’s.

Charlotte holds the iPhone monkey app to her lips again.

Sadie gets up and stomps off.

She walks off.

Pete and Debbie drive down the Pacific Coast Highway.

The car pulls up to a beautiful hotel in Laguna.

LAGUNA HOTEL - MONTAGE

Pete and Debbie hold hands as they walk the hotel grounds.

They enter their room, which has a beautiful ocean view. Debbie jumps on the bed. Pete jumps on top to kiss her.

Pete and Debbie jump into the hotel pool together.

Pete holds Debbie in the water. They kiss.

Pete and Debbie are in bed in their underwear.

Pete makes a wood chipping splatter noise.

Pete runs into the bathroom. He looks for the cookie.

Pete and Debbie eat the cookie.

They sit in silence for an incredibly long amount of time, staring through each other in a haze. They are stoned.

They’re laughing and having a good time.

MONTAGE

Stoned, Pete and Debbie jump up and down on the bed.

They fall down on the bed, kissing.

Almost totally under the covers, they watch as a WAITER brings in a room service cart full of food.

Pete does magic tricks for the waiter.

LATER

Debbie hands Pete a banana and two oranges, which he holds to his crotch in front of the waiter.

Pete eats a bite of the banana.

LATER

Debbie crawls on the floor while Pete lays in bed.

LATER

Pete stands with a starfish sticking out of his underwear.

LATER

They eat room service. Chips and desserts and everything.

She tries to deep throat it. Pete loves it.

Pete and Debbie drive back from Laguna. They could not look happier or more refreshed. They hold hands and smile at each other. It is a beautiful day.

They pull up to their house, shut off the car and sit for a beat, knowing they’re about to head back into the stress of the real world, not wanting their peaceful, loving time to end.

Sadie walks outside. Jodi follows her.

Charlotte is crying really hard.

Charlotte sits on the table. Pete and Debbie are talking to DR. SEDUKU, a foreign doctor.

Dr. Seduku has both an accent and a lisp.

Pete cycles with the crew.

Debbie looks around the house for Pete.

Debbie sees Pete on the bed, his legs up in the air. He still has his bike top on but is naked from the waist down.

He is trying to look at his back end. He is holding a mirror and an iPhone.

Pete has his naked legs hiked up over his head. Debbie takes a very quick glance inside.

Debbie talks to Jodi while they fold clothes and watch Desi.

Debbie walks over to Desi.

Desi picks a shirt.

Desi begins to take all her clothes off in front of Debbie.

Debbie squeezes Desi’s breasts.

Pete talks is in his office on the phone with his REALTOR.

Sadie and her friend WENDY run around the yard with Charlotte and the triplets.

Larry and Debbie greet the kids when they enter the kitchen. Larry picks up one of the triplets.

TRIPLET #1 It’s Jack!

TRIPLET #1 My daddy doesn’t know my name.

Charlotte leaves with the triplets.

Larry takes some of the food she’s throwing out.

Wendy exits.

Sadie runs off.

Pete enters from the hallway. He sees Larry and turns around before anyone notices him.

Pete and Debbie are in bed. Pete is reading Sadie’s iChats on her confiscated iPad out loud to Debbie.

They hear a door slam. Debbie gasps.

Debbie starts looking through the iPad. Pete’s iPhone chimes. He sees a message from Ronnie from work. It reads: “Got the numbers. Call me.”

Pete looks ashen. He looks over at Debbie who is oblivious.

Pete paces.

Pete is driving. Sadie and Charlotte sing show tunes loudly and happily. Pete is very upset about the record not selling.

Debbie is talking to their ACCOUNTANT.

Pete enters and walks into Ronnie’s office. Ronnie is drawing on a blackboard behind his desk.

Pete walks out of Ronnie’s office and into the main office space. Ronnie follows.

Debbie sits in Dr. Pelligrino’s office.

Debbie does not react.

Debbie drives. We cannot tell what she is feeling. Then after a few beats, a joyous smile appears across her face.

Pete takes a framed item off of his wall.

Larry answers the door. Pete is there with a framed drawing made by John Lennon.

Pete hands him the drawing.

Sadie and a bunch of other kids are building sets for a school play. Sadie talks with a FRIEND.

Pete and Debbie are watching from afar, sitting next to each other. Debbie tries to gently break the news.

Debbie is totally deflated.

Debbie is walking through the campus upset. She sees a kid and darts over to him.

She gets even quieter, scarier and more in his face.

Joseph looks upset.

She storms off.

Debbie pulls open the door, Pete is on the toilet playing on his iPad.

Debbie exits. Pete flips her off after she’s gone.

Debbie and Desi are talking as they walk down the stairs into a loud club.

Debbie and Desi talk to a group of young men, PROFESSIONAL HOCKEY PLAYERS.

HOCKEY PLAYER #2 Well, I’ve got all my teeth, except for these ones.

He takes a plate of his teeth out.

HOCKEY PLAYER #2 (CONT’D) Want to try them on?

Desi takes them and tries to put them in her mouth. Everyone laughs.

Desi looks insane. She tries to kiss Debbie. Everyone is laughing.

HOCKEY PLAYER #3 They definitely look way better on her than they do on you.

She hands the teeth back to their owner. He pops them back in and everyone cheers.

HOCKEY PLAYER #4 Where are you going?

HOCKEY PLAYER #4 Come dance with us.

Pete on stage in a half-filled nightclub.

Pete watches Graham Parker perform with his band. The song is amazing. It is about issues Pete is going through, and he is really connecting.

BILLIE JOE ARMSTRONG sits nearby, watching the show.

Desi and Debbie dance with the hockey players to a Nikki Minaj song. Debbie lets loose, she’s having the time of her life.

Debbie is talking to a hockey player named JAY who is twenty- four and cute.

They laugh.

Graham is packing up to go. Pete approaches him.

Billie Joe comes over to congratulate Graham.

They walk away.

Pete sits in the car crying.

Debbie is dropping Desi off at her apartment.

Debbie looks shocked.

Desi nods.

Pete on his iPad laying in bed. Debbie comes in to talk.

Debbie’s shirt is unbuttoned and she is topless.

Pause.

She exits into the bathroom. There’s silence.

No response.

Debbie returns, dressed.

Pete walks out of the room. Debbie follows.

Charlotte plays piano in her room alone. Through the wall, she can hear Debbie and Pete fighting.

Pete doesn’t say anything.

Debbie starts walking away.

They all are laying in bed watchingSpongebob Squarepants. It is tense. Charlotte is licking her fingers.

Charlotte does it more.

Charlotte pokes Sadie with her wet fingers.

Sadie leaves and slams her door.

Charlotte leaves.

Charlotte writes a note at her desk.

Charlotte walks by Sadie’s room. She puts the note up on the door. It reads, “I’m sorry you think I’m gross. You are right. Love, Charlotte.”

Pete sits alone, listening to music.

Sadie sits alone watchingLost on an iPad.

Debbie rests next to Charlotte in bed.

Pete is sleeping on the couch.

Pete sits at the counter. Debbie and the kids are at the breakfast table.

Pete is driving Sadie and Charlotte to school. On the stereo is “Paradise by the Dashboard Light” by Meatloaf. Pete is eating an egg sandwich and manically singing along.

Pete walks Charlotte in. He gives her a kiss then walks back towards his car. On the way he bumps into Joseph and his mom, CATHERINE.

Pete thinks for a moment, not sure how to handle this.

He pokes her shoulder.

Debbie is talking to Jodi, who is crying.

Debbie’s phone buzzes.

Pete and Debbie are sitting across from VICE PRINCIPAL LAVIANI. In another seat is Joseph’s mother, Catherine.

Debbie tries to hide a smile.

Pete and Debbie leave the school together, surpressing smiles. They get in separate cars and drive off.

Debbie is making dinner. Pete and Charlotte sit at the table.

Sadie storms in.

She walks off.

Sadie does her homework on her bed. Charlotte brings in Sadie’s electronics and puts them down in a pile beside her.

Charlotte walks away and starts to slide the door closed behind her.

Debbie is sitting on the couch. Pete paces around the room.

They hug.

The shades are closed and the room is dark. Sadie watches the end of the last episode ofLost on a laptop. Pete enters.

Debbie is speaking with Barb as they set up the kitchen for a barbecue for Pete’s fortieth birthday.

Desi jumps in the pool in a small bikini. She is playing in the water with the kids.

ANGLE ON BARRY AND PETE

Angle on Barb and Debbie.

Angle on Barry and Pete.

Angle on Barb and Debbie.

Barry and Pete turn toward their wives, smile and wave.

Pete greets guests, including Graham and Grandma Molly.

Pete and Ronnie are talking in the backyard.

Debbie walks over with Jason.

They leave Ronnie and Jason alone. The guys spot Desi swimming in the pool.

Debbie and Pete open the front door. Standing there is Oliver. He gives a nervous smile.

Debbie looks at him and tries to be nice, but we feel her effort.

She opens the door wider. They do not hug.

He hands him a bottle.

The party is in full swing. Pete, Debbie, Oliver, Barry and Barb are getting food from the buffet. Barb and Barry are trying to help keep the conversation going.

Larry arrives, with Claire and the triplets. Claire is holding two of them, while Larry carries one.

The triplets now have very different HAIRCUTS so he can tell them apart. One has a faux hawk, one has bangs, and one has a buzz cut.

Larry lifts one of the triplets up and down by the arms, simulating an elevator.

TRIPLET #1 I’m Jack, damn it.

Larry puts Jack down and he runs off.

Claire runs off.

Sadie, Charlotte and Desi walk over.

He gives Desi a hug.

Oliver gets up. Charlotte, Sadie and Desi run off. Oliver follows.

Desi is gracefully swimming under water. She looks gorgeous. She sees Jason and Ronnie under water, but they look grotesque, red-faced and awkward. They both reach for each other and come to the surface.

RONNIE / JASON No, we didn’t come together. Absolutely not.

Pause.

Desi swims away.

Larry is talking to Oliver.

Oliver smiles, amused.

Jason and Ronnie are talking to Desi.

Debbie, Pete, Larry, Oliver, Barb and Barry are eating.

Ronnie, Jason, and Desi talk.

Oliver gets up to leave.

Oliver walks out.

Graham Parker sings “Happy Birthday” to Pete as Charlotte accompanies him on a keyboard. The party is tense.

Debbie looks over and sees that Oliver never actually left. He stands in the back looking uncomfortable, quietly singing. She’s shocked he’s still there.

Debbie smokes a cigarette at the side of the house. Sadie appears.

Debbie turns, caught.

She walks away towards the house. Sadie follows.

Sadie storms through the front door after Debbie.

Debbie keeps walking down the hall. Sadie follows her.

Barb is in the kitchen with Pete and Charlotte.

Debbie turns the corner to find Pete standing in front of the fridge, stress eating.

Debbie storms off back towards the foyer. Larry pops out from the living room, stopping Debbie in the foyer. Claire and the triplets are right behind him.

Pete throws his cupcake against the wall.

Larry and Claire walk away as Pete storms in.

Oliver passes Pete and turns to Debbie as Pete walks away.

Debbie is stunned.

Debbie follows him out the door and onto the front porch. She closes the door behind them.

Debbie looks at him for a moment.

Larry opens the door and peeks out. We reveal that everyone at the party (except Pete) is still standing in the foyer.

From the side of the house we see Pete storming by on his bike, wearing his street clothes and a helmet.

Pete exits his home riding his bike. He is very angry. He rides with great emotion like he is trying to get all the frustration out of his body.

Pete rides his bike onto San Vicente Boulevard.

Pete rides down the street. A CAR passes by him. When it does a fifteen-year-old TEENAGER sticks his head out the window and yells to scare Pete.

Pete almost falls.

Debbie and Barb are cleaning up. They look out the window to see Oliver picking up glasses and putting them in a bin.

Sadie walks in with Joseph.

Sadie walks off.

Joseph follows.

There is no bike lane and cars going very fast have to swerve to avoid Pete. A car honks when traffic clogs up behind him.

A car makes a right turn, and Pete almost rides right into it.

He pulls up alongside Jason’s van. Desi is riding with Jason.

They speed off.

Oliver and the kids are playing with an iPhone.

Debbie walks outside.

Debbie exits.

Sadie turns to Charlotte, puts her arm around her.

Charlotte smiles, delighted to be accepted by her sister.

Pete starts riding really fast and passes a car. When the car stops for a red he keeps going, tears off to the left, crosses four lanes of traffic in both directions and almost gets hit.

Pete rides his bike up a steep hill.

He passes some other bikers almost hitting them.

Debbie drives around the neighborhood with Larry in the passenger seat.

Pete flies down a steep hill going crazy fast. Close up of his front wheel shaking. It is as if he wants to crash.

He rides down the street when suddenly a MAN IN A RANGE ROVER opens his door to exit his car and Pete slams directly into the man’s car door -- hard, breaking the man’s window and falling to the ground.

The man is an incredibly thick fifty-five-year-old.

Pete slowly gets to his feet.

They drive near the scene of Pete’s accident and overhear.

The man punches Pete in the face where he’s already bleeding.

Debbie sees the punch and gasps, realizing it’s Pete.

Pete looks stunned.

He punches the man in the gut, to no effect. The man punches Pete back in the stomach. Pete sinks to the ground.

Debbie watches Pete fall to the ground. She opens the car door and starts to run over toward him.

As the man starts his engine, Debbie runs toward Pete.

The car drives away, revealing that it is new and has dealer’s plates with no numbers.

Debbie reaches him and holds his head up.

Debbie and Larry sit in the waiting area of the hospital.

A NURSE walks over to them.

The Nurse walks away.

She hugs him and starts to cry a little bit.

He grabs the bill out of her purse and walks off.

Oliver is sitting on the couch with Charlotte and Sadie watching the last scene ofLost. Joseph has joined them.

Debbie walks into Pete’s room, sits on the bed next to him.

Debbie laughs.

As Debbie helps Pete off of the hospital bed, Pete kisses her passionately.

Pete and Debbie watch Ryan Adams perform “Lucky Now” with his band.

Pete smiles.

She smiles at him and he smiles back, almost blushing. This is the smile he has been waiting for.

The camera pulls back as Ryan Adams finishes his song.