1. About Knocked up

2. Getting Knocked up: greenlighting the film

3. Shoot until the film's gone: casting and directing comics

4. Long-haired lemmings: legends Wainwright and Henry Score the Film

5. Design of the production: make-up, location and sets

Long-haired lemmings:
legends Wainwright and Henry Score the Film

When considering the score for his latest film, Judd Apatow would take a different tactic than he did with the instantly recognizable music heard in The 40-Year-Old Virgin (an eclectic mix of ‘80s songs, as well as seminal songs from James Brown and Ashford & Simpson to Missy Elliott and Chaka Khan). A long-time fan of folk music singer/poet Loudon Wainwright III, the filmmaker approached Wainwright to create the soundtrack for his new comedy. Apatow wanted the music of Knocked up filled with the quirky honesty for which Wainwright has been long known.

Wainwright and his collaborator Joe Henry accepted the challenge and scored the songs for the film. On their new album, Concord Records' "Strange Weirdos: Music From and Inspired by Knocked up," they brought to the soundtrack the same rich vocals and deeply raw lyrics of Wainwright's past work. Notes Henry, "As writers, we aimed for complete songs first, and deconstructed them as resource for score when needed. When we had a song that matched the overall tone of the film or of a particular character, it was easy to tailor and develop an element of it - a verse or bridge - in service to a scene."

That was fine with Apatow. "I knew these guys would bring an unpredictable and emotional sound to the film," he notes. "I've been a fan of Loudon's since I was a kid, and I knew what he could do. I put him in Undeclared, he was a priest in Virgin and is Dr Howard, Ben and Alison's OB-GYN, in Knocked up. Basically, I like the idea of exposing a new audience to the singer who had such a profound effect on me as a kid."

From the title track, "Strange Weirdos," and the sorrowful "Valley Morning" to Wainwright's sarcastic swipe at a midlife crisis, "Doin' the Math," the music for the film reflects what the characters of the comedy are going through as they deal with this unexpected pregnancy and the new routine of their lives. Wainwright and Henry also cover Peter Blegvad's "Daughters," the song Loudon originally recorded with Henry two years ago for a charity album, as well as Mose Allison's "I Feel So Good."

The pair is joined on the soundtrack to the comedy by the Henry-dubbed "Wrecking Crew." Members include keyboardist Patrick Warren, bassist David Piltch, guitarist Greg Leisz and drummer Jay Bellerose. Special guests on the soundtrack include legendary British guitarist Richard Thompson (for "Grey in LA") and Van Dyke Parks, an accordionist on the song "Daughter."

"When Judd came to me with this idea, I was pretty curious," says Wainwright. "As a musician, you are usually telling your own stories, not helping to tell those of characters in a film. It's a chance to do something different for me. And God knows, the crazy-ass decisions Ben makes remind me of a few of my own."

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Design of the production: make-up, location and sets
While it took relatively little time or effort to get her character pregnant, taking actress Katherine Heigl through nine months of pregnancy was considerably more difficult.