The maturing of Judd Apatow is sort of a shame. First he gave us "The 40-Year-Old Virgin," a bubbly dudecom about getting lucky, then "Knocked Up," a cheeky, affecting charmer about the business of forming families and birthing babies. His third film as a writer/director, "Funny People," concerns loneliness, illness and infidelity. Clocking in at 2 1/2 hours, it's a throwback to the smiling-through-tears midlife dramedies James L. Brooks made in bygone years. It's "Terms of Endearment" with dirtier jokes. The laughs get bogged down in drama and self-analysis.

The story is set among Hollywood's subculture of professional comedians, whose love affair with rooms full of strangers masks impenetrable isolation. The film opens with home video recordings of a 20-year-old Adam Sandler sending his roommates into convulsions while making prank phone calls (Apatow and Sandler shared an apartment back in the lean days). Cut to the present and we meet Sandler's character, comedy legend George Simmons, wearily padding through his empty Malibu mansion.

Simmons is Sandler's sourpuss alter ego, a star of high-concept, low-IQ hits such as "Merman" and "My Best Friend Is a Robot." Fattened a bit by fame, but not mellowed by it, he looks unwell. When his doctor tells him that he has aggressive leukemia, he has no one to tell, so he hits the stage at the local stand-up club. "Who's going to amuse you when I'm gone?" he asks the puzzled audience. Fledgling comic Ira Wright (Seth Rogen) razzes George's oddball performance in his own act. George likes what he sees and hires Ira to be his co-writer, flunky and buddy-substitute. George has plenty of acquaintances, but as he puts it, "Andy Dick is not a friend."

Ira is thrilled to be George's sidekick; as they drive in his limousine, Ira hangs his face out the window and grins like a blissed-out Saint Bernard. But as George begins to confide in Ira, he comes to realize that the world-famous funnyman can be as cruel and callous as he is generous. George reacts to his German physician in true form for a comic, ribbing him about his resemblance to "Die Hard" villains. Ira joins in, and by the time they're done, the well-meaning doctor is visibly, justifiably, bothered. Ira learns life lessons from these encounters, while his prickly mentor learns nothing. George offers a pat on the back and a knife in the ribs in a single sentence: "You're my only friend," he tells Ira, "and I don't even like you."

The central trauma of George's life (prior to his illness) is lack of affection. He's cut off from his family and he lost the love of the love of his life, Laura (Leslie Mann, Mrs. Apatow). George contacts her to apologize for cheating, then decides they might reconcile. The fact that she has a husband (Eric Bana) and two children doesn't matter much to him. He barges into their home while the husband is away and upsets the domestic applecart, as Ira looks on in helpless nausea. The final third of the film sets the hoary Dying Man Learns What It Means To Live template on its head. But it's not much fun to watch this over- entitled narcissist damage a solid family because it's "my turn to be happy."

"Funny People" has its moments, to be sure. Rogen is instantly likable as softhearted Ira, and when he gives his boss an overdue denunciation, he's briefly heroic. Sandler is up to the demands of a difficult role that ricochets from goony humor to painful self-analysis. The film is spot-on about the psychic kinks that compel many comedians to hit the stage, and ruthlessly honest about the kind of hack material that all too many audiences will cheer. Aziz Ansari's cameo as a cocky, talentless stand-up, the snippets of George Simmons' films that we see and the NBC sitcom "Yo Teach!" starring Ira's actor roommate are witheringly accurate satire of pop mediocrity.

It's great that Apatow aimed for something more substantial than a disposable chucklefest. Too bad the film falls so short of the mark.

Colin Covert • 612-673-7186