January 2013 Issue

2 Good 2 Be 4Gotten: An Oral History of Freaks and Geeks

In prime time’s world of wish fulfillment, Freaks and Geeks was the opposite: 18 episodes that nailed the sad, hilarious unfairness of teen life. The cult following for its single, 1999 season—still growing, on Netflix—would herald a new school of comedy led by executive producer Judd Apatow. He, creator Paul Feig, and cast members including Seth Rogen, Jason Segel, and James Franco tell Robert Lloyd what made the show both great and doomed.
Image may contain Thomas F. Wilson Busy Philipps Linda Cardellini Becky Ann Baker Martin Starr and Jason Segel

Though you would not think it of a show set in a suburb of Detroit during the 1980–81 school year, Freaks and Geeks, which premiered on NBC in the fall of 1999, is one of the most beautiful and ambitious television series ever made. But its beauties are not cosmetic, and its ambitions are subtle. Both on-screen and behind the scenes, the story of Freaks and Geeks is one of community beating against the odds and growing stronger for it.

An hour-long comedy with drama at its core (a “dramedy,” to use the then current term of art), the series centered on a sister and brother, 16-year-old Lindsay Weir and 14-year-old Sam, and, widening its frame, the outsider crowds in which the Weirs run—the older freaks for Lindsay, the younger geeks for Sam—as everyone copes with the sad, hilarious unfairness of life.

Whether telling the story of an A student straying from her expected path, a drummer whose dreams outstrip his talent, a kid addressing his parents’ foundering marriage through ventriloquism, or a geek who gets the girl of his dreams only to learn she bores him, the show—unusual for a network series—always preferred emotional truth to rosy outcomes, character to type, and the complicated laugh to the easy one.

Created as veiled autobiography by Paul Feig and developed with executive producer Judd Apatow and supervising director Jake Kasdan, the series gathered a cult following during its on-again, off-again, abbreviated original broadcast. In the dozen years since its cancellation it has continued to convert new viewers, through showings on cable television and via DVD; in September, its 18 episodes began streaming on Netflix.

It was also the wellspring of a dominant force in 21st-century comedy: the School of Apatow. Seth Rogen, Jason Segel, and James Franco—in their first roles or first roles of note, like nearly all their young castmates—got their start there. And Apatow and Feig re-teamed not long ago, as producer and director of the 2011 hit Bridesmaids.

The Freaks and Geeks story begins in late 1998. Judd Apatow and Paul Feig are friends from the Los Angeles comedy world. Apatow, whose credits as writer and director include The Ben Stiller Show and The Larry Sanders Show, has a development deal at DreamWorks. Feig, an actor known, relatively speaking, for the movies Ski Patrol and Heavyweights (co-written by Apatow, who brought Feig in) and short runs on the TV series Dirty Dancing, Good Sports, and Sabrina, the Teenage Witch, has written, directed, and starred in an independent feature, Life Sold Separately, which he has been touring to college campuses.

JUDD APATOW: I had first met Paul in the mid-80s, hanging around “the Ranch,” this incredibly cheap house a bunch of comedians rented really deep in the boonies in the San Fernando Valley. It was all these guys who had come out to L.A. from the Midwest, and all they did was smoke cigarettes and watch infomercials. I also used to see Paul in comedy clubs and thought he was really funny.

PAUL FEIG: We would go out and do our stand-up shows and reconvene at the Ranch and play poker and drink coffee until the sun came up. That was our routine every night for years. Judd was younger than everyone else—he was really considered to be just a kid. At the same time, he was booking his own stand-up night at some club, working for Comic Relief. I would say, “This guy is really smart. Everybody should be nice to him because he could be running the town someday.” He was the most mature 17-year-old I’d ever met in my life.

JUDD APATOW: By the late 90s, Paul’s acting career wasn’t going anywhere, so he started trying to write. One day I bumped into him and said, “If you have any ideas for TV, let me know.” I didn’t think he would hand me a finished script a few months later, and I certainly didn’t expect it to be the best thing I have ever worked on. That just never happens.

PAUL FEIG: I had just come off of a year of trying to promote this movie I’d written, directed, produced, and paid for, and I had lost a good-paying acting job before that on Sabrina, the Teenage Witch. Everything had kind of hit the rocks; I was really at my lowest point. But I’d always wanted to write a high-school show. I’d seen so many where it was like, “Who are these people?” I felt like they weren’t honest at all. I kicked the thing out really fast—I think it had just been gestating for so long in my brain—cleaned it up and gave it to my wife, and she told me to send it to Judd. He called about 12 hours after I sent him the script. He was like, “I love this. I’m going to have DreamWorks buy it.” It was that moment when you go, “Wow, my life’s just changed.”

DAN McDERMOTT (then head of DreamWorks Television): Within 24 hours, I’d say, we got a pass from Fox, from CBS, from ABC. A day or two later, we heard from Shelley McCrory, a development exec at NBC. She said, “If we don’t make this show, I’m quitting the television business.” Scott Sassa had come in as president of NBC West Coast, and Scott wasn’t a content guy [he was previously in charge of NBC’s owned-and-operated stations], so he was deferring to his people more than other network heads do.

SCOTT SASSA: Networks then programmed towards something called “Least Objectionable Programming,” which meant the show that would suck the least so people wouldn’t change the channel. Freaks and Geeks wasn’t one of those least-objectionable shows.

PAUL FEIG: We went over to NBC, and I remember feeling that “new person in the industry” kind of indignation, like “If they want to change this at all, I’m not going to do the show.” So I start to make that speech and Shelley goes, “Don’t change a thing.” It was like, This is not at all what I’ve always heard network development is like.

DAN McDERMOTT: Judd and Paul said, “We want to try to cast real kids—we don’t want to cast TV kids.” And, again, Scott basically said, “Sounds good to me!”

PAUL FEIG: My friends and I weren’t popular in high school, we weren’t dating all the time, and we were just trying to get through our lives. It was important to me to show that side. I wanted to leave a chronicle—to make people who had gone through it laugh, but also as a primer for kids going in, to say, “Here’s what you can expect. It’s horrifying but all you should really care about is getting through it. Get your friends, have your support group. And learn to be able to laugh at it.”

JUDD APATOW: The pilot had a very daring existential idea, which was that a young, really smart girl sits with her dying grandmother and asks her if she sees “the light,” and her grandma says no. And all the rules go out the window. The girl decides to have a more experimental high-school experience, because she doesn’t know if she believes anymore. I was always surprised that the network didn’t notice that that’s what our pilot was about.

PAUL FEIG: I also really wanted the show to be about the fear of sex. I got tired of every teenager being portrayed as horny and completely cool with sex, because that was not my experience.

JUDD APATOW: Paul felt like most kids are not trying to get sex, but trying to avoid that moment. You could split them into kids who are constantly trying to get older and kids that are desperately trying to hold on to their immaturity.

PAUL FEIG: First day of prep, we get into the office, and Judd’s like, “Let’s tear the script apart.” And I said, “What do you mean? They don’t want us to.” And he said, “Yeah, I know, but let’s see if we can make it better.” And it was this stripping away of the old Paul Feig, who was a complete control freak, who wouldn’t let people change a word of anything he wrote.

JUDD APATOW: Paul showed up when we started production with this bible he’d written about the show, hundreds of pages long, with every character in detail—what they wore, their favorite songs. I asked him to write another few episodes to explore the world, and he banged out two more. We took a lot of moments from them and put them into the pilot.

Jake Kasdan, 24, is hired to direct the pilot; he will stick around for the run of the series, directing nearly a third of the episodes and helping edit the rest.

JUDD APATOW: Jake and I had the same agent, so I was always hearing a lot about this amazing young director. He had made a detective movie called Zero Effect, which, for some reason, I didn’t bother to watch until the day after I hired him. Thank God it turned out to be good.

Casting begins.

JUDD APATOW: In Paul’s pilot, he really understood the geeks, but you could tell he didn’t hang out with the freaks because it wasn’t as specific. So I said we should just try to cast unique characters and re-write the pilot to their personalities.

ALLISON JONES (casting director and winner of the show’s one Emmy): I had never had any experience like that before—inventing while casting. It had always been about trying to fit the person to read the lines correctly.

JUSTIN FALVEY (DreamWorks development executive): From the moment the actor walks into what is usually the sterile, anxiety-ridden room of casting, Judd’s applauding and everybody’s got great energy. Judd and Paul created a carnival atmosphere.

Linda Cardellini, then 23, is cast in the lead as 16-year-old Lindsay Weir.

LINDA CARDELLINI: Here’s this girl [Lindsay]who desperately wants to be away from her parents and what they know her as, but at the same time truly does not want to disappoint or rebel against them and really loves them. It was a more interesting approach than all the other teenagers I was reading, who just hated their parents.

PAUL FEIG: Lindsay was the only character not based on somebody I knew. But Linda was the exact person I had in my head. When she walked in, it was just like “She’s alive!”

JAKE KASDAN: We used to say in editing that you could always cut to Linda and she’s doing the right thing.

After a long search, John Francis Daley, 13, gets the role of Lindsay’s younger brother, Sam.

JOHN FRANCIS DALEY: I was really sick when I auditioned. And I think that helped me ultimately, because it let me put my guard down. I was just focused on not throwing up.

NATASHA MELNICK (actress, “Cindy Sanders,” Sam’s cheerleader crush): John’s eyes were so big and so expressive that any thought that went through his brain, you could see it.

LINDA CARDELLINI: John was so natural. One day on the set I was sitting thinking about my part, and John was shoving his spaghetti in his mouth that we were supposed to eat in the dinner scene, going, “It’s so great! All we have to do is act! It’s, like, the easiest job in the world.” I thought, My God, he totally has it right.

James Franco, 20, is cast as freak Daniel Desario, a slightly goofy bad boy.

JAKE KASDAN: The first impression was “This guy’s going to be an enormous movie star. We should grab him immediately.”

JUDD APATOW: We didn’t think of him as handsome. We thought his mouth was too big for his face and he seemed perfect to be a small-town cool guy who wasn’t as cool as he thought he was. When all the women in our office started talking about how gorgeous he was, me and Feig started laughing because we just didn’t see it.

JOHN FRANCIS DALEY: Franco went to Michigan for two weeks to get into character, and we were joking that he lived under an overpass for a few nights. He was always the one that had a Camus novel, heavily dog-eared, and his car was so full of junk that it looked like he lived out of it.

JAMES FRANCO: I knew that Paul had grown up just outside of Detroit, and I found his high school. I ran into his audio/video teacher, who showed me where Paul used to sit in the A/V room. I saw all the kids at summer school, and there was this guy the teacher pointed out to me, this kind of rough-around-the-edges-looking kid. He had a kind face, but he looked like he’d been in a little bit of trouble. And I remember thinking, Ah, there’s Daniel.

Jason Segel, 19, is cast as pothead drummer Nick Andopolis.

JAKE KASDAN: The actors would walk in and we’d be like, “Hey, how’s it going?” A little casual kibitzing to get some sense of who this person is. Jason walked in, and he said, “I’d like to just get into this, if I could.” And we were like, “Let’s do it!,” and he was just hilarious and endlessly charismatic. Judd connected to him immediately and deeply.

JUDD APATOW: I loved writing for Jason. That’s what I felt like in high school. I felt goofy and ambitious and not sure if I had any talent, and I would be in love with these women and didn’t actually know if they liked me that much. I’d never know if I was being charming or a stalker. Jason really captured that desperation I felt when I was younger.

Seth Rogen, 16, who will play acerbic freak Ken Miller, is found on a casting trip to Vancouver.

JUDD APATOW: Everything he said made us laugh. The smart, sweet, grounded person we now know him to be seemed impossible back then. He seemed like a mad, troublemaking Canadian lunatic who was quiet and angry and might kill you.

SETH ROGEN: At the time, I kind of had a chip on my shoulder, you know, because I hadn’t gotten any girls to sleep with me yet. I was incredibly angry and repressed, and I think they saw me as this kind of weird, sarcastic guy and started writing towards that. But then they got to know me and saw me as a nice guy, and that revealed itself as the show progressed.

J. ELVIS WEINSTEIN (writer, credited episodes: “Beers and Weirs,” “Noshing and Moshing”): It was clear that Judd had a mission to make this kid a star. There were some kids that Judd thought were immensely special and was going to beat that into them until they believed it.

PAUL FEIG: Once we hired Seth, he said, “I was working with a drama coach. She was like, ‘You’ve got to change your voice or you’ll never get hired.’ ” And I was thinking, That’s why I hate drama teachers.

Busy Philipps, 19, is cast as Daniel’s tough blonde girlfriend, Kim Kelly—initially Lindsay’s antagonist, but eventually a friend.

SETH ROGEN: Busy scared me at first. She’s just kind of intimidating. She’s a little loud and she’s kind of physical. She’ll punch you and smack you if she doesn’t like what you did, as an exclamation.

BUSY PHILIPPS: I ran into Linda, who I knew peripherally. And she said, “Hey, are you going to do that thing? You have to do it—it’d be so fun to do together.” So I decided, against my agent’s better judgment, to do what essentially at the beginning was a guest-starring role.

Martin Starr, 16, is cast as Sam’s friend Bill Haverchuck. Gangly, shuffling, bespectacled, he is the most outwardly strange and inwardly deep of the central geeks.

PAUL FEIG: You’re seeing hundreds of kids, so every person you see you’re like, Yeah, he could do it. But then you have these moments when somebody walks in and it’s like, O.K., everyone else is out of my head now.

MARTIN STARR: I probably more than anything was focused on what came after that audition in my life. Like going to get food or going to a friend’s house. My life wasn’t focused entirely on whatever this audition was.

JAKE KASDAN: The blank stare and the way Martin’s doing those affects, mouth hanging open—it’s just this incredibly subtle, inspired comic character. We figured out how to write to it and play to it, but it was not on the page initially and it wasn’t him playing himself, either. He could make you cry laughing by doing almost nothing. Then it turned out he could do anything.

THOMAS F. WILSON (actor, “Coach Fredricks”): The slightly sad seriousness with which Martin approached his role, to me, is the fulcrum of the whole show. It was really acting of a very high order.

DEBRA McGUIRE (costume designer): That first fitting, Martin went into the dressing room and every change was like 20 minutes. I’d knock on the door: “You O.K. in there?” And to this day I don’t know if he was busting my chops or if it was for real.

Samm Levine, 16, who will play Sam’s other best friend, Neal Schweiber, a self-styled sophisticate and wit, is discovered on a tape from New York.

SAMM LEVINE: My audition wasn’t terribly good, but I had asked beforehand if I could do my William Shatner as part of it.

PAUL FEIG: He looks past the camera to the casting director and goes, “Now? Can I?,” and then he goes into a William Shatner impression that was so corny and silly. And Judd’s like, “That’s all of us when we were in school just trying to be funny, doing stupid shit.”

JOHN FRANCIS DALEY: Flying from New York to shoot the pilot, Samm Levine came up to me and said, “Hey, are you on the show as well? Come up to my row at some point and we’ll chat.” Who talks like that at that age? We told each other jokes for a couple hours and became friends. Martin was the exact opposite, very mischievous, liked to get a rise out of people. Samm was more the Vegas comedian with the puns and the quips. They got on each other’s nerves immediately, but were friends at the same time. It was a very odd, bickering-family kind of friendship. That I got a lot of enjoyment out of.

The pilot is completed by early spring of 1999. In May, NBC picks up Freaks and Geeks for 13 episodes.

PAUL FEIG: I remember I had looked at Judd right before we showed the kids to the network and said to him, “Are we about to ruin these kids’ lives? What do we do to not let that happen?”

JOE FLAHERTY (actor, “Harold Weir,” Lindsay and Sam’s dad): Early on, Judd held a cast meeting. It was something like “This is your chance right now as actors, but you have to concentrate on the show, and don’t get caught up in any of this Hollywood stuff. Don’t start using drugs, because we still have a show to do here. I don’t want to see you guys on E! True Hollywood Story.

The producers assemble a writing staff.

MIKE WHITE (writer, “Kim Kelly Is My Friend,” “We’ve Got Spirit”): I had done two years on Dawson’s Creek and was trying to never do TV again. But I took a meeting with Shelley McCrory at NBC, and she pops in the pilot of Freaks and Geeks, and I was like, “Oh my gosh, this is exactly what I told them you could do on Dawson’s Creek, but everyone had said you can’t”—the unmannered way that the characters spoke, the idiosyncratic way they all looked.

PAUL FEIG: We did our infamous two weeks with the writers locking ourselves in a room and telling personal stories. I wrote a list of questions for everybody to answer: “What was the best thing that happened to you in high school? What was the worst thing that happened to you in high school? Who were you in love with and why?”

JUDD APATOW: “What was your worst drug experience? Who was your first girlfriend? What’s the first sexual thing you ever did? What’s the most humiliating thing that ever happened to you during high school?”

PAUL FEIG: That’s where most of our stories came from. Weirder stuff happens to people in real life than it does on TV. It was a personal show for me and I wanted it to be personal for everybody else.

GABE SACHS (writer, “I’m with the Band,” “The Garage Door”): We thought the questionnaires were a private thing between us and Judd and Paul, so we wrote really honest. And the next day at work we get them all bound together. We’re laughing with everyone but going, “Oh, man!”

JEFF JUDAH (writer, “I’m with the Band,” “The Garage Door”): A lot of people kept going, “Hey, I read your questionnaire—sorry about that.”

PATTY LIN (writer, “Girlfriends and Boyfriends,” “The Garage Door”): You could bring up the most embarrassing thing and it was accepted as “You’re a great person.”

JEFF JUDAH: There’s a lot of painful things that had happened in real life that we used on the show, like I just happened to be home sick from school one day and watching a Donahue on “How do you know your husband’s cheating.” And they had a list of warning signs, and I just remember going, “Ohhhh.” That was the basis of “The Garage Door” [where Neal realizes his father is cheating on his mother].

J. ELVIS WEINSTEIN: Paul was the heart of the show, I always felt. I think everyone wanted Paul to be the heart of the show.

STEVE BANNOS (actor, “Mr. Kowchevski”; also writer, “Smooching and Mooching”): So many of the characters, so many of their voices, are Paul at some point. The freaks and the geeks.

DAVE “GRUBER” ALLEN (actor, “Mr. Rosso,” the guidance counselor): Paul was the vessel. They filled it with real-life humiliation and experience and challenge. I truly believe that Paul was the hand-thrown pot, you know, and maybe Judd was the glaze—it took Judd’s fiery kind of “I’m gonna get this thing made, I’m gonna get this thing done.”

JUDD APATOW: Paul remembered every detail of everything that had happened to him in high school: every happy moment, every humiliation. The running gag in the writers’ room was that Paul would tell a horrible story and I would say, “How old were you when that happened?” Implying probably 12, and it was always 17. I had seen him as this cool comedian. I hadn’t realized he had all these incredibly funny, dark stories. He was the guy who wore the “Parisian night suit” to school [as Sam does in the episode “Looks and Books”].

PAUL FEIG: There was a store I used to shop in during high school, a disco-flavored men’s clothing store. One day one of the salesmen drags me over. He goes, “This is the hottest thing, man,” and shows me this big denim jumpsuit with the flare pants and the big collar. To this day if I get a new piece of clothing I can’t wait to wear it. So I could not be stopped from wearing it to school, and the minute I walked in the front door I knew I had made a huge mistake. It was fun, on the show, re-creating the most horrific moments of my past.

JAKE KASDAN: From the beginning, we thought that everything about the show should be painfully, painstakingly real. We were going to separate it from all of the other high-school shows by being radically unglamorous.

MIGUEL ARTETA (director, “Chokin’ and Tokin’ ”): It felt a little more organic and handmade than the television I had seen.

RUSS ALSOBROOK (director of photography): Paul and Judd had a very specific aesthetic they wanted. No crazy gratuitous camera moves. No elaborate, precious lighting. They said, “This is Michigan in the fall and winter—pretend it’s overcast all the time. Strip away all the turbocharged cinematography and get back to the basics of good storytelling.”

BUSY PHILIPPS: Paul and Judd awkwardly tried to talk to Linda and me about how, now that we’re on a TV show, we shouldn’t think about losing weight, which had never even occurred to me. They were like, “Don’t get crazy now—don’t think you have to be an actress that’s really skinny.” And I was reading things in the press about how we were the anti-Dawson’s Creek. There was one quote I remember very clearly, like, “You won’t find any pretty people on Freaks and Geeks.” That was interesting as a 19-year-old girl to read. We were not standard packaging.

LINDA CARDELLINI: They didn’t want us to look like people in other shows—which you don’t really know how to take. It was comforting on one hand, and not so much on the other.

JOHN FRANCIS DALEY: Paul talked to me about the fact that I was basically playing him, but he didn’t try to steer me in any direction. They encouraged your true personality to shine through and shape your character. The way Sam is so amused by his dad was totally because I thought Joe Flaherty was the funniest guy in the world.

BRYAN GORDON (director, “Tricks and Treats,” “The Garage Door”): When we first began, Joe Flaherty was the star in everybody’s mind. He was the SCTV hero. He was the comedy rock star.

JASON SEGEL: I just watched and learned, doing scenes with him. He’s so fast. There’s a lot of improv on all the stuff we do with Judd. When you’re young, you kind of think, I don’t know if the old man can keep up. And then you’re like, Oh, shit—this is the guy who created this style.

Between NBC’s making the pilot and picking up the show, Garth Ancier arrives from the WB (home of Dawson’s Creek*) to become president of NBC Entertainment.*

DAN McDERMOTT: I remember getting the call that said, “Garth doesn’t get the show. He went to boarding school and Princeton—he doesn’t understand public school.” And that was the first flag that went up.

PAUL FEIG: We flew to New York for the up-fronts [annual presentations of new shows to potential advertisers]. I go to this NBC party at ‘21’ and Garth’s there. And I go, “Hey, Garth, thank you so much for picking up the show.” And he’s talking to some guy and looks at me and goes, “Deliver the goods, man. Just deliver the goods.” And he points to the guy with his thumb and goes, “Don’t end up like this guy.” I don’t know who that guy was, but he gave this sort of sad laugh. And I walked away going, “We’re dead.”

The show gets a time slot, Saturdays at eight P.M., and a premiere date, September 25, 1999.

JUSTIN FALVEY: You hear Saturdays at eight and you think, Who’s home Saturday watching television? But we also thought it was an opportunity: the bar’s really low. It was like coming in second or third place—it was qualifying for the next round.

JUDD APATOW: We were up against the 10th season of Cops. I thought, If we can’t beat the 10th season of Cops, we don’t deserve to be on the air. And, of course, Cops kicked our ass.

SETH ROGEN: You just have to conclude that people would rather watch shirtless dudes get tackled than a TV show about emotional shit that’s funny.

PAUL FEIG: The reviews were great, and the premiere had a really high rating. The first Monday back I stood on a table and read the ratings and everybody cheered. And the next week we just dropped huge. And Joe Flaherty was quoted as saying, “Yeah, Paul never came back in and read the ratings to us again after that first week.”

JOE FLAHERTY: I never got my hopes up. I’d gone through something similar with SCTV. My daughter had a poster of the front page of the Soho Weekly News with a sketch of me that said, “Is SCTV too good for TV?,” and once again I thought, I’m living on shows that are too good for TV.

PAUL FEIG: We were the lowest-rated show on NBC several weeks in a row. Our base number of viewers was seven million, which today would be a hit.

Despite the ratings, the cast and crew continue to refine and improve their show.

JAMES FRANCO: I remember Judd saying, “You guys are acting too cool. You’re acting like young guys who just got cast in a TV show. We need dudes that are a little insecure.” He said, “We’re going to show you your audition, because this is what we liked.” So I watched it and I’m like, Oh, man, I’m horrible. It was so goofy. But I think what I didn’t like is one of the better aspects of Daniel. I maybe took myself too seriously when I was a young actor.

BUSY PHILIPPS: Judd and Paul early on said they liked the weird physicality between James and me. Presumably both of our characters come from abusive households, and you parrot what your family does. In the pilot, James did all of that stuff. Kicking me and all sorts of rough behavior. But I would always go back at him. We had a real intense thing when we worked together.

SARAH HAGAN (actress, “Millie Kentner,” Lindsay’s old mathlete friend): James is kind of a flirty guy. He gets really close and smiles that James smile. So that made me a bit nervous. I remember drawing him on one of my scripts, wearing a beanie on his head. I still have it.

JAMES FRANCO: I always wanted to wear the beanie, and the network didn’t like it. They were all about “We need to see his hair. He needs to look handsome.”

SETH ROGEN: James would do stuff at times just to push people’s buttons. I think he threw milk in someone’s face as an improv, and I remember thinking, That’s not the best improv.

JUDD APATOW: We used to say, “Two out of 10 of Franco’s improvs are good, but those 2 are just historic.”

NATASHA MELNICK: There’s a certain responsibility you feel when you’re shooting on film. Every second you’re goofing off is just, like, money.

RUSS ALSOBROOK: It wasn’t wasted: we were trying to find these comedic nuggets of gold that might be scattered throughout a 10-minute take. At one point Eastman Kodak gave me a lot of swag because we’d shot a million feet of film.

JUDD APATOW: There were moments when I would say to the actors, “We’re going to do the long version of this. I don’t care about the words—I just want it to be truthful.” In “The Little Things,” the episode where Seth finds out his girlfriend has “ambiguous genitalia,” it was important to us that it was legitimate and thoughtful. I took him into my office with Jessica Campbell [who played the girlfriend] and asked, “How would this go down if she was telling you this information?”

SETH ROGEN: He had us improvise and re-wrote them to what we improvised. That was the first time I saw you can make weird moments work if you treat them totally honestly.

JUDD APATOW: That story came about because I was listening to Howard Stern and there was a doctor on, talking about ambiguous genitalia. I thought, There’s a way to do that that’s real and sweet and compassionate. A lot of the writing staff thought it was going to be sentimental or in bad taste.

JON KASDAN (writer, “The Little Things”): I remember Judd and Mike White and I sitting in Judd’s office discussing it. It was not my idea. At first I thought they were just kidding. But it became clear that they weren’t.

JUDD APATOW: It became one of our favorite episodes. In a way, it was a “Fuck you” to NBC, like “Now we’re going to get really ambitious and aggressive with story lines that you would never approve if the show had a chance of surviving.”

JAKE KASDAN: There was this sense that it wasn’t going to last, so the network wasn’t really going to try to fix it. I’m not sure you could get away with those things on a show that isn’t about to be canceled.

As with the improvised scene between Rogen and Campbell, the series’s depth and nuance owes much to the chemistry of the cast.

PAUL FEIG: John and Linda would do this thing where they would talk to each other like brother and sister, just on the set when they were waiting around. They kind of got on each other’s nerves, but it was their game. That’s when I was like, God, this cast is so good.

JOHN FRANCIS DALEY: Linda and I spent a lot of time between scenes giving each other a hard time. I probably had a bit of a crush on her too, which you don’t want to hear when we’re playing brother and sister. But it’s hard to not have a crush on her.

BUSY PHILIPPS: I was always watching Linda, trying to figure out what she was doing. Doing scenes with her I was always intimidated, and I feel like you can feel that in Kim, even though she’s always trying to be intimidating.

MIGUEL ARTETA: Judd knew how to get into the heads of these kids. He really knew their psychology. He made them bring what was happening in their real life into the performances.

JOHN FRANCIS DALEY: Over the course of the show, Martin and I would hang out, and Samm would be the odd one out, and then Martin and Samm would hang out, and I’d be the odd man out. There were scenes when we had to act all lovey-dovey with each other and felt exactly the opposite.

JEFF JUDAH: Seth was stuck studying for his G.E.D. and wasn’t happy about that, because he wanted to hang out with Franco and Jason and Martin.

SETH ROGEN: I dropped out of high school when I started doing the show. I told them I was doing correspondence school from Canada and just wrote Superbad all day.

JAMES FRANCO: I was interested in the writing, so after hounding Judd and Paul they said, “You want to see how it’s written?” They took me into Judd’s office, and they wrote a scene right in front of me, just improvising as the characters out loud. That was really important for me.

JUDD APATOW: There’s that moment early in your career when you will work harder than any other point afterward. And you can see that in Freaks and Geeks. Just total commitment in every frame of the entire series.

LINDA CARDELLINI: Everybody was so talented and nobody knew it yet. People would hang out with each other and practice and play and think of things.

JASON SEGEL: We would get the script on a Friday, and Seth and James and I would get together at my house every Sunday, without fail, and do the scenes over and over and improve them and really think about them. We loved the show. And we took the opportunity really, really seriously.

SETH ROGEN: We felt if we made the scenes better on the weekend, if we came in with better jokes, they would film it. And they would! And we didn’t know it at the time, but that was completely un-indicative of probably every other show that was on television.

Ratings remain low as the series becomes hard even for fans to find.

PAUL FEIG: We were on for two weeks, off for four weeks because of the World Series, on for another six and then off for two months, moved, put up against Who Wants to Be a Millionaire. And then the nail in our coffin was definitely the Mary and Rhoda reunion show [an ABC TV-movie sequel to The Mary Tyler Moore Show that ran opposite the 10th aired episode of Freaks and Geeks].

JUDD APATOW: We started a Web site, but NBC refused to let us put the address on any of our ads because they didn’t want people to know the Internet existed. They were worried about losing viewers to it.

BECKY ANN BAKER (actress, “Jean Weir,” Lindsay and Sam’s mom): They sent four of us to do the Thanksgiving Day Parade. It was a really cold, windy, icy day, and at one point we were on a street corner and the float was stopped and someone yelled up to us, “Who are you?!”

SCOTT SASSA: We had this constant battle with Judd about making things more upbeat. He thought we were going to put ponies and unicorns in, and we just wanted some wins for the characters—without losing the essence of the show.

JUDD APATOW: There were tough episodes. The toughest was probably when Jason Segel tried to be a drummer, and he went out and auditioned, and he was horrible. And we really played that moment out there, when he realizes he’s not good enough to do the thing he dreams of doing.

LINDA CARDELLINI: Life is filled with moments where you have to sit alone with yourself, and I think this show let our characters do that in a way that wasn’t normal at the time. You don’t really know what to say or do, so you just have to sit there in the uncomfortableness.

BRYAN GORDON: The show played silences, and television is afraid of silences. But silences just speak to so much about teenagers.

A series finale is shot as the last episode of the initial 13-episode order, in case of cancellation.

PAUL FEIG: Judd came to me and was like, “This thing could be dead, so you should write the series finale now.” And then it was going to be the one I got to direct. It was terrifying, but it came out really well. Then the network ordered five more.

JUDD APATOW: Paul was supposed to direct one of the first episodes, and at the last second I pulled him off it because we weren’t in a groove with the staff writing the show yet, and it was so much Paul’s vision that he couldn’t disappear. Then when I realized the show was probably going to get canceled, I said to Paul, “You should write and direct this finale.” And it’s clearly the best episode of the entire series.

LINDA CARDELLINI: To do the last episode in the middle felt rebellious, like we were part of dictating our own fate.

BECKY ANN BAKER: In the finale I’m putting Lindsay on the bus, where she was supposedly going off to a summer college experience. “I miss you already” was the last thing I said to her. And that was all so unfortunately true.

SAMM LEVINE: We’d be out on location. Judd’s phone would ring, and he would walk 20 feet away, and he’d be pacing on the phone for 40 minutes. And I remember thinking, That can’t be a good phone call.

JUDD APATOW: We were saying to the network, We need a full season [22 episodes] to attract an audience. And the order wouldn’t come, and I would just rant and rave. It was like begging your parents not to get divorced, trying to save the show. And then they did order one episode.

SAMM LEVINE: Judd said, “Scott Sassa said, ‘If you get a ratings share higher than my shoe size, we’ll order more episodes.’ ” And mercifully he was not a tall man.

JAKE KASDAN: The thing they always used to say was “We want these kids to have a victory.” I think what they were trying to say was “Is there any way it could be a little less depressing?” And it’s a fair question when no one’s really watching. We were telling really unconventional stories where the victories were so small they could be confused with not actual victories.

JUDD APATOW: Garth took me out to lunch once and asked for more victories. And so we did an episode where Bill plays softball. We have this triumphant moment where he catches the ball, but he doesn’t realize everyone’s tagging up. He’s celebrating catching the ball, but he’s actually losing the game by not throwing it to home plate. That’s as far as we could get.

PAUL FEIG: The irony was that the network was very, very supportive. The interference we had was the interference of people that wanted to make it as good as they could. But Judd was a screamer back then. He would take them on hard-core.

JUDD APATOW: We were willing to go down for the show. It would have been awful if one of us said, “Let’s do all these changes—I really want to keep this job.”

JASON SEGEL: We didn’t really have to be told we were being canceled. We watched the craft-service table: it started out with, like, cold cuts and delicious snacks, and it was reduced to half a thing of creamer and some Corn Pops by the end.

BUSY PHILIPPS: I went for my very last day of shooting. Linda was crying. I was like, “Why are you crying?,” and she said, “I’m not ready for this to be over.” And I was like, “Well, you don’t know—we could come back.” And she was just like, “It’s over, dude.”

JUDD APATOW: What happens is they shorten your order. Not that they officially shorten the order—they just don’t order any more. Then you’re in purgatory, wondering if someone’s going to say, “Next year we’re going to give you a better time slot because it deserves to be on the air.” That’s your prayer.

With the show’s fate still officially hanging in the balance, the season’s wrap party takes the form of a 1980 prom.

PAUL FEIG: We made everybody rent 70s tuxedos. I had an orange tuxedo, and Judd had, I think, a powder-blue one. I had class rings made for Judd and me with our names and “Freaks and Geeks” on them.

SETH ROGEN: I had a giant Afro because I still hadn’t cut my hair, and I picked it out. I think already people in the cast had started auditioning for other stuff. You could tell it was probably over.

BUSY PHILIPPS: Linda had her mom’s prom dress and this crazy wig on, like a white beehive. I wore the dress I had actually worn to my junior prom. We sang “Wind Beneath My Wings” to Paul. I got really drunk and was crying hysterically afterward, just like “Now what am I going to do? Go back to college? Oh God!”

One week later, March 19, 2000:

PAUL FEIG: My mother died suddenly, and a couple of days later we got canceled. I was sitting with attorneys when Judd called. And I was just so bombed out from my mom and from the season, and the episode that aired the night before hadn’t done well at all. And so part of me is going, Of course we got canceled.

JUDD APATOW: An underling calls and tells you the show is canceled and then they say, “Garth is going to call in a little bit.” They give you an hour to digest, so by the time he calls you don’t really have the energy to argue. I always wondered if Garth had me on speakerphone, with his underlings laughing as I cried and begged.

LESLIE MANN (actress, “Mrs. Foote”; also married to Judd Apatow): Dealing with all the ratings bullshit was hard, but then when it was finally canceled it was like Judd lost a family member. It was just horrible, horrible.

PAUL FEIG: I remember everyone at the network coming to my mom’s funeral. And Judd getting some secret joy of “Good, I’m glad they’re all here.” It made me laugh: he’s enjoying the fact that they had to come and see me in a diminished state.

LINDA CARDELLINI: I was asked to go on David Letterman—a lifelong dream. So I fly to New York and I’m in the limousine on my way to the show and I got a call from my publicist, and she said, “I’m so sorry, honey, the show’s been canceled.” And I said, “David Letterman has been canceled?” And she said, “No, Freaks and Geeks.” It didn’t really hit me until I was sitting with Dave and he said he was sorry the show was over. And I thought, Oh my God, David Letterman is telling me my show is canceled, and at the same time this is one of the most exciting things to ever happen to me.

JUDD APATOW: I felt like a father to everybody, and I felt like everyone’s world was about to collapse. I felt responsible, like I had to fight to have it survive so that their lives would be O.K., so that their careers could get launched. And so to completely fail was devastating to me. And especially for Paul, because this was Paul’s story.

PAUL FEIG: We were still in postproduction on the last three episodes. The network was like, “Finish them up,” but we didn’t have anywhere to show them.

JUDD APATOW: We stayed in editing for months, obsessing over every detail, in both rage and depression, for a show that had been canceled. I was so upset I herniated a disc and had to have surgery.

PAUL FEIG: And that’s when we did that day at the Museum of Television and Radio in L.A., where we showed the four episodes that hadn’t aired. That was the coolest thing ever, in a theater packed with fans, with every episode just rocking the house.

SAMM LEVINE: Scott Sassa called me himself and said, “I loved the show. But at the end of the day, it’s a business.” I’ve been on a lot of canceled shows since then and I’ve never heard from the network president.

Sassa had decided to cancel the show when he saw a rough cut for Paul’s final episode, in which Lindsay, apparently headed for a summer-school program, instead runs off with Kim to follow the Grateful Dead.

SCOTT SASSA: They show Lindsay traveling in the bus—I almost popped the tape out, because I thought I knew where they were going—and all of a sudden the bus goes by and the freaks are there in that van going to the Grateful Dead concert. And I thought, “That’s not how this thing should end.”

JUDD APATOW: I only found out later that when Scott Sassa saw the cut of the finale and he saw them get in the van he realized we would never do the things that would make the show commercial. That doesn’t take away from the fact that Scott was the biggest supporter of the show; it’s only good because he gave us all this creative leeway. But that’s the funny thing about this work: you can do something you really like and someone else just looks at it and says, “I need to end this today.”

PAUL FEIG: There was a moment when we got canceled where I was like, Thank God—I can’t do this anymore, then immediately filled with regret: Oh, fuck! I love these characters! And I had so many things I wanted to do in the next season. It really is like losing your family. It’s very bizarre.

JUDD APATOW: Whenever I see an opportunity to use any of the people from Freaks and Geeks, I do it. It’s a way of refusing to accept that the show was canceled. In my head, I can look at Knocked Up as just an episode of Seth’s character getting a girl pregnant. All of the movies relate in my mind in that way, as the continuous adventures of those characters.

BUSY PHILIPPS: I don’t think it’s surprising that 8 or 10 of us that were on the show have successfully written and produced our own things. Judd was always telling us, “That’s where it’s at.” Judd and Paul and Jake and all of the writers made us feel like all our ideas were worth something, when so many other people were telling me that basically I was a talking prop.

JUDD APATOW: The show was the kids’ entire life. It was their high school: They’re literally going to school on the set. They’re falling in love on the set. It’s actually happening. And those relationships are still happening; they’re still close.

PAUL FEIG: I’m still very friendly with them all. Judd was the one who really kept on working with everybody; he brought them along to their next level. I’m like the mom who sits at home and watches the kids become successful and takes great joy in their accomplishments.

JUDD APATOW: Part of the problem of the show was it should have been on HBO. Everything that’s popular now you might call “independent television.” Mad Men is a little like indie TV. But there was no home for us in 1999. It wasn’t niche television—you were competing against Regis Philbin hosting a game show.

MARTIN STARR: I can’t express how fortunate I feel to have been a part of something so appreciated and so loved. I’d feel so sorry for myself if I had done a teen movie and people were quoting the dumbest lines in the world everywhere I went. I feel so fortunate that it’s something I care so much about and that I can connect with the people that connect with it. I got really, really lucky.

STEPHEN LEA SHEPPARD (actor, “Harris,” the geek guru): I think my actual high-school experience was a bit harsher. But there’s only so much you can show on television.