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Judd Apatow is a storyteller who firmly sticks to the old adage, "Write about what you know." Every one of his movies contains dialogue and worlds that are so natural and familiar, it's clear they stem from Apatow's own experiences. He never tells a story from the outside looking in, which is admirable, but after Funny People, he should try something new, just as a way to shake things up a bit.

Apatow's third film is genuine and heartfelt, a story about a self-involved man whose near-death experience has a curious effect on him. For Apatow and star Adam Sandler, the film is personal because they've known people who have gone through similar experiences. They don't take the material lightly and this isn't a raunchy sex comedy with fanboys, free-loaders or 40-year-old virgins. It's a serious and grounded drama about growing up, moving on and how people view second chances.

Sandler plays George Simmons, a stand-up comedian and Hollywood actor with a fair share of mainstream hits. In many ways, George and Sandler share the same resume and Apatow instantly places us in this man's world: piles of scripts sit atop George's kitchen counter; posters of his movies hang on his walls next to a half-dozen hi-def televisions; and he graces full page ads in Variety magazine.

George may be rich and famous, but he's far from happy. He lives in a big mansion all by himself and his life takes a turn for the worse when his doctor tells him he has leukemia. He'll likely not survive the disease, but his doctor wants to put him on experimental drugs, which make him feel worse.

One night at one of his former comedy clubs, George shows up and makes the entire room feel awkward. He's followed by a struggling up-and-comer named Ira Wright (Seth Rogen), who uses George for a few punch lines. The next day, George calls Ira and offers him a job to be his joke writer and assistant. Ira thinks this will finally be a way to live up to his two successful roommates, Mark (Jason Schwartzman) and Leo (Jonah). Mark is the star of a Saved by the Bell-type series called Yo, Teach, while Leo's comedy and acting career is on the rise. Ira is the outcast of the group — the guy on the couch who works behind the deli at the super market.

Even though the movie stars all of Apatow's comedy regulars, including his real-life wife, Leslie Mann, the screenplay is more somber and dramatic than it is comedic. The movie is called Funny People because the characters use humor to make a living, but they're not always funny around each other. Comedy is an art and business to them, one that is often hard and unsatisfying, and we get an insightful look at the world of stand-up and acting. Apatow doesn't parody Hollywood as much as provide an insider's perspective. I have a feeling many people trying to make it in show business will find this movie truthful and relatable, although it might not be as easy for everyone else.

Despite the similarities between their characters and real-life personas, I was impressed by Sandler and Rogen's performances. Usually these guys are so goofy and desperate for attention, but they actually act here and play against type (which is ironic, since they're playing actor-comedians). Rogen especially captures the nuances of an innocent twentysomething trying to stay true to his principles in the face of the larger-than-life George, who more or less does what he pleases because of his fame and fortune. His celebrity has given him an inflated ego, burgeoned even more by his endless supply of fans and women.

How George handles his newfound mortality and the effect it has on his life is where Apatow's screenplay defies our expectations. In a more conventional story, we might expect George and Ira to become close friends or for George to give Ira his big break. But the script is more thoughtful and realistic. It sees George and Ira as outsiders to each other's worlds, which generates further tension and conflict between them. After George receives good news about his health, he seems less happy and Ira is the only one willing to stand up to him about his pathetic outlook on life.

Where the movie steers wrong is during its third act, which lingers far too long on whether George will rekindle his past romance with Laura (Mann). It also introduces Laura's husband, Clarke (Eric Bana), who vies for Laura's love. This entire section felt tacked on and sort of directionless. Once again, I think Apatow is too in love with his own dialogue and situations. He's made a 145-minute film that could have been 120, but he feels the need to include everything that's on his mind. Do the Laura-Clarke scenes really even serve a purpose in this story? They seem like they belonged in another screenplay. Mann and Bana are fine actors, but I'm not convinced their characters were essential.

Funny People is good for its intelligent and layered characters, and it has an honest insight into the world of young adults dealing with life-changing issues, but another run through the editing process would have made it tighter and more focused. I still want Apatow to write and direct his own movies, but for his next project, I think he should try his hand at foreign material and go outside his comfort zone. He's shown he can nail the "what he knows" stories, but now that he's been so successful, it's time to see what else he's got.