``I love movies that surprise you and take you places you don't expect,'' says Judd Apatow, Hollywood's reigning king of comedy, a guy who practices what he preaches.

Funny People, Apatow's third movie as a writer-director, will surprise anyone expecting just another low-brow Adam Sandler laughfest. The film is the story of George Simmons (Sandler), a superstar comedian estranged from the world by his fame who is diagnosed with a rare form of leukemia and decides not to tell anyone he is dying.

The sight of Sandler as a bitterly lonely, withdrawn man with a terminal illness -- arguably the most unlikable part he has ever played -- is certainly unexpected. A lot of Funny People, which opened Friday, feels the same way. The movie bears the distinct directorial Apatow comedy stamp of his The 40-Year-Old Virgin and Knocked Up and the 11 features he has produced in the last four years (including Pineapple Express and Superbad).

But there's a surprising degree of gravity between the laughs this time, and there are moments in which the characters' emotional pain and turmoil are startlingly palpable -- even if they arise during the course of a broad, knuckle-busting, knock-about fight scene.

The seriousness of the subject matter has characterized Funny People as a departure for Apatow. But ``progression'' might be a more precise term.

This is not a 180-degree turn for a director whose movies have always had a warmly emotional and humane center. Instead, this is the work of a filmmaker stripping away the safety nets of cartoonish characters and broad jokes to discover if his comedy still works in a naturalistic setting.

``That was always the intention: How realistic can we get while staying as funny as the other movies?'' Apatow says from Los Angeles. ``With The 40-Year-Old Virgin, I was trying to combine realism with the big set-piece comedies of Adam Sandler and Jim Carrey movies I had worked on. In Knocked Up, I tried to take another step closer to reality while still pushing the comedy in certain places.

``With this movie, I was going for ultra-realism, because it was about comedians, and they handle serious moments with humor, so it could still be super funny. The story itself doesn't sound like a barrel of laughs, but the most intense moments are actually the funniest moments in the movie.''

Although Apatow has never tamed a deadly disease into remission, Funny People is still his most personal and autobiographical work. Apatow began his career in the film's arena of stand-up comedy. He was Sandler's roommate long before either was famous (the movie opens with an old home video of the youthful duo making crank calls and cracking each other up).

Apatow was hired by Roseanne Barr to write material for her when he was 24, which is roughly the age of Seth Rogen's Funny People character Ira, whom George hires to write material for him. As he had in the past, Apatow cast his wife Leslie Mann in the film, this time giving her a lead part as George's ex-flame. He even threw in roles for his two young daughters, who also appeared in Knocked Up.

``I wanted the girls to represent what George has been missing out on by shutting the world out,'' Apatow says of such shameless nepotism. ``And what better way to do it than with my kids, because I like my kids. Plus I get to keep all their money! And Leslie and I work really well together. She couldn't be a better actress. She grounds these movies in a hard-core reality. And when we're working, it's the only time I get to tell her what to do.''

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