I always figured comedians were the best kind of people to hang out with as a kid. Hearing them tell funny stories, making joke after joke, happiness always seemed served up to them on a silver platter. But as time went on, I came to see while they were clowns on the outside, they were crying an endless river of tears inside. Comedy from these people comes from a deep pain and sadness in their lives, or out of a deep-seated anger they have at the world around them.

Look at Richard Pryor, need I say more? He had all the money, women, cars and drugs you could ever ask for. For “Superman III,” he ended up paid more than Christopher Reeve. Still, I remember reading an interview in which he said the last truly happy moment he remembers in his life was when he was jumping around in the dirt while pretending to be a cowboy at the age of 10, and he was in his 40’s when this interview was conducted. Comedy was his constant weapon against pain, and he never held anything back in his routines.

“Funny People” understands very well this gloomy realm many comedians live in, and is written and directed by a filmmaker who still performs from time to time as a standup comedian, Judd Apatow. But unlike “The 40-Year Old Virgin” and “Knocked Up,” this film has a darker edge to it and doesn’t hide away from the inherent viciousness of its characters. “Funny People” has been advertised as a comedy drama, but the balance often veers more to the dramatic. There are many laughs to be had here, but this movie clearly came from a rather dark place.

Adam Sandler stars as George Simmons, a comedian turned movie star whose career looks a lot like Sander’s own. George became famous with movies like “Merman” where he played a male mermaid, and “Re-do” in which he plays a character whose body has transformed into that of an infant. Seeing George’s head digitally inserted onto a baby’s body at once gives us a great sight gag, but it also seems like the kind of silly comedy Sandler himself has made once too often. Besides, I have more than my fill of talking babies.

George has it all: a beautiful mansion overlooking the sea, a swimming pool he does laps in on a regular basis, great cars, women who don’t hesitate to sleep with him even if they have boyfriends, and all the money one could hope to live off of to the end of time. But in his eyes, we see he is a sad man who has come to truly despise himself for what he has become. All the wealth he has amassed only serves to isolate him from the rest of the world, and it makes him defensive around total strangers who are unable to see him as ever resembling a regular person. But now, his doctor has diagnosed him with a terminal disease and has only months left to live. George reacts to this news as if someone drained his blood while he wasn’t looking, and it makes him realize how much self-hatred he has. From there, he becomes to make every last minute of his life count, but this may not alter his antagonistic personality from where it currently resides.

As George Simmons, Adam Sandler gives one of his best performances to date, and its right up there with his brilliant turn in Paul Thomas Anderson’s “Punch Drunk Love.” Not once does he back down from how George is a hard man to like. Throughout “Funny People,” George is dismissive to many around him, and he ends up being thoughtlessly mean to those who look up to him. Regardless, Sandler still manages to make you sympathize with this character and of the terminable diagnosis which he did not see coming. It’s the moments where Sandler lets it show through his eyes just how full of regret Simmons is, and it serves as proof of how this former “Saturday Night Live” performer is more talented than he thinks.

Along with this famous comedian on his cynical farewell tour is Ira Wright (Seth Rogen), an aspiring young comic who is not entirely confident with his stand-up act. George catches Ira’s act one night after he makes a surprise appearance at a comedy club, and while he is hurt when Ira discusses how he bombed onstage just moments before, George thinks this kid has got talent and offers to pay him some money to write up some jokes for an upcoming benefit show. From there, George hires Ira as his personal assistant, an employment opportunity which involves more work than the average 9 to 5 job which never pays enough.

Remember all those nasty horror stories from people who were assistants to the stars and certain sociopathic studio executives? Well, Ira may have gotten off easy compared to those people, but we fear his soul will be forever crushed the longer he stays with George.

In a lot of ways, Ira is they typical kind of character Rogen has played over and over again in movies, and not just the ones he does with Apatow. While I would love to see him take on riskier roles like the one he played in “Observe and Report,” he is the perfect match for Sandler’s endlessly cynical misanthrope of George. By the movie’s end, Rogen his performance proves to be the most underrated in the film, and he believably takes Ira from someone lacking in confidence to one who finds his voice with each standup routine he does to where he shows a strength he did not know he had. Rogen makes this transition feel seamless to where he had a stand out moment when he faces down Simmons and tries to make him see how his terminal disease has not come close to changing his outlook on life.

But the one person who almost steals “Funny People” is Apatow’s wife, Leslie Mann. Having already proved what a comedy dynamo she was in her husband’s previous films, there should be no more talk from those who believe she has only gotten this far as an actress because of nepotism.

Mann plays Laura, and George describes her to Ira as “the one that got away.” Laura was and still is George’s one true love, and he finds she still yearns for him even though their relationship came to a heartbreaking end when he cheated on her. This is a moment George appears to regret more than any other, and he becomes eager to make up for it as soon as he can. Laura never tries to hide her character’s undying affection for this man who is lonelier than most, and she is willing to end her marriage to an Australian soccer nut (Eric Bana, who is hilarious) who may be cheating on her as well. As Laura, Mann succeeds in making you fall for this character even while she selfishly tries to redirect her life without realizing the consequences of her actions.

There are a lot of strong elements working in favor for “Funny People,” but it doesn’t change the fact it is a deeply flawed movie. While it is good and worth watching, it will most likely be seen as one of Apatow’s weakest movies. I do like how he dared to go in a slightly different direction with this movie compared to what he has given us previously, but the balance between comedy and drama is off kilter most of the time. For many, I don’t think it will be entirely clear as to whether they are watching something comic or very serious.

Plus, at over two hours long, this movie really could have been shorter. I’m usually cool with long movies, but only if they can justify their length. It is way too easy to come off as self-indulgent when making a three-hour epic. “Funny People’s” length does cut deeply into its comic momentum, and there are spots where it things really dragged. It does pick up towards the end, but the story still could have used a bit more tightening.

Still, I really did like “Funny People” because it shows how Apatow still succeeds in giving us characters and situations which feel very real on an emotional level. With him taking his established formulas in a different direction, it is clear his work will continue to grow with each successive project he takes on.

I also love the brilliant cameos he manages to extract from big celebrities in his films. One scene in “Funny People” has George meeting up with a lot of famous comedians like Norm McDonald, Andy Dick (wow), Charles Fleischer, Collin Quinn and Sarah Silverman who has one of the movie’s funniest scenes. But the biggest surprise cameo to be found here is Eminem’s as I never expected to see him in any movie, let alone one directed by Apatow. Seeing him dissing Ray Romano provides us with an unforgettable moment where Ira ends up saying to Ray, “I thought everybody loved you.”

One perception about “Funny People” which needs to be cleared up is that it is not what many would call a “disease movie.” It is really to Apatow’s credit here that he never gets all mushy on us like many others would have when it comes to films about people who think they are facing certain death. George’s arc here is much like the character Michael Keaton played in “Clean and Sober.” In the process of trying to improve themselves and become better people, they end up fooling themselves to where they think they are changing for the better, but are instead acting more selfishly than they realize. Their attempts to help those in desperate situations reveal just how self-involved they are, and it just gets worse for them from there. It is not until the climax which has them at a place where they realize what they truly need to do to move on from a fractured past.

“Funny People” is definitely worth seeing. Just don’t go in with the normal set of expectations you have for the average Apatow production because things are a little different here. It definitely has some hilarious moments and dramatic ones, and Sandler makes it clear to us he can be a great actor when given the right material. It is also an intimate look at the fame and success one person experiences, and of how damaging and isolating it can be.

This project was really a long time coming for both Apatow and Sandler because they did share an apartment when they first moved out to Los Angeles. “Funny People” actually starts off with home video footage of them making prank phone calls which has them laughing in hysterics. It is meant to be a look of innocence which fame forever changes, but at least we can see how in real life these two funny men have their families to keep their egos in balance. George Simmons is simply the person each of them would have become if they weren’t careful.

* * * out of * * * *