Judd Apatow may be the first filmmaker to jeopardize his career through excessive niceness. He's already done some damage to his reputation as Hollywood's best director of mainstream comedies by lending his name to other projects too often. In the past five years, 16 movies have been released with Apatow's name in some way attached, most of them written and directed by members of the loose band of friends and protégés who comprise his talent pool. Some of these films are funny ( Superbad, Forgetting Sarah Marshall), some are mediocre (Step Brothers, Year One), and some are exceedingly lame ( Drillbit Taylor). But to the public, they all more or less register as Apatow productions, and the cumulative effect is annoying, like a constant buzz of not-quite-audible dick jokes in the nation's collective ear. This overexposure has not escaped the Universal Pictures marketing department, which has invaded prime time with a trailer reminding us that Funny People is only "the third film from Judd Apatow."

Before I go off on that ad campaign (in the poster, Seth Rogen and Leslie Mann snuggle up to Adam Sandler like kittens, completely belying the film's tone and content and all but purring, "See our movie!"), let me stipulate that I quite enjoyed the third film from Judd Apatow. Funny People has the shagginess and overambition of a "sophomore novel," but as with many sophomore novels, it's the flaws that make it fascinating. It's too long, but scene by scene, it's never boring. The story unfolds in leisurely swaths that could be regarded either as rich explorations of character or self-indulgent digressions. It's that niceness problem again; Apatow loves his characters, and his actors, not wisely but too well. He can't bear to sacrifice one joke, one tear, one chance to ogle his pretty wife and frequent leading lady, Leslie Mann. And though she and his buddies may love him for it, that all-inclusiveness is harming Apatow's work.

It's hard to imagine there's a Slate reader who doesn't already know Funny People's basic story (or am I overestimating the Orwellian reach of Universal's publicity department?). Adam Sandler plays George Simmons, a hugely successful movie comedian who learns he's dying of a rare blood disease. Unmarried, friendless, and miserable in his cocoon of fame, George drops by an improv club for an unannounced standup set. His morbid, self-pitying jokes bomb, but George doesn't much care (mercifully sparing us the "flop sweat" scene usually required in any film about standup comedy). At the club, George meets Ira Wright (Seth Rogen), a young aspiring comic, and the two enter into an uneasy and ill-defined relationship. After hiring Ira to write him some topical jokes for a corporate standup gig, George takes him in as a kind of paid friend, someone who will talk him to sleep at night and accompany him to doctor's appointments during the day. Ira can't decide whether to marvel at his own luck or protest his mistreatment at the hands of the volatile George, whose affect shifts in seconds from playfulness to confessional neediness to morose rage.

The first two-thirds of the movie takes place in a comedy cocoon whose airlessness is entirely intentional. Ira lives with two other up-and-coming comedians, Leo and Mark (Jonah Hill and Jason Schwartzman) in an apartment plastered with posters of Rodney Dangerfield and Peter Sellers. Mark, who's just landed the lead in an awful sitcom called Yo, Teach!, effortlessly seduces a female standup comic (Aubrey Plaza) whom Ira covets for himself. When George first calls to enlist Ira's help writing jokes, he asks him to solicit material from Leo, as well—but Ira deliberately fails to pass that on to his roommate, leading to a rift in their friendship when Leo learns he's been shafted. Forget the cuddlesome poster: Among these funny people, jokes are not occasions for laughter and connection but pieces of hard, cold currency and, occasionally, concealed weapons.

The biggest revelation is Adam Sandler, whom I've always found to be an energy-sucking vortex on-screen: not funny, not dramatically interesting, not appealing as a romantic lead. Even Punch Drunk Love, which skillfully mined the vein of anger beneath Sandler's childlike comedy, ultimately fell back on the conviction that, deep down, audiences would find him irresistible. Funny People makes no such assumptions; Sandler's George Simmons is a thoroughgoing prick, self-serving and thoughtlessly cruel, and yet he's not the villain of the piece. Sandler is extraordinary, communicating George's keen intelligence, his loneliness, his desperate fear of death, and his almost autistic incomprehension of human relationships, without falling into the cliché of the tragic clown. Seth Rogen, slimmed down since his last appearance in Observe and Report, makes an amiable foil, but he isn't given anywhere near as juicy a character to work with. The well-meaning, commonsensical Ira is essentially an audience proxy.

Midway through the movie, George reconnects with his ex-girlfriend Laura (Mann), who, told that he's dying, confesses that she's never fully gotten over him, even though she's married to a wealthy businessman (played with infectious gusto by Eric Bana) and has two children (played by Apatow and Mann's lovely but decidedly nonthespian daughters). Abruptly, the movie's setting shifts from the showbiz fishbowl of L.A. to the posh Marin County suburbs, as George and Ira crash at Laura's guesthouse for an awkward visit.

It's this last act that's received the most criticism (and which likely contains the 30 minutes that Universal unsuccessfully tried to get Apatow to cut). And there's no question the tonal shift is jarring, with romantic farce (Laura's husband comes back early from a business trip, interrupting her and George's idyll) replacing the black comedy of the earlier movie. There are also some scenes that beg for excision: I could have done without any shots of dogs licking peanut butter off the leads' faces, much less an extended montage. Yet some of the movie's strongest dramatic moments also take place in this baggy final third. As Laura is considering leaving her husband for George, she shows George and Ira a home video of her daughter singing a show tune in a school play. While Ira wells up at the little girl's performance, George checks his cell phone and complains about his agent. It's a great scene, with Laura's disillusionment, George's obliviousness, and Ira's helpless entrapment in their drama all playing out side by side.

Funny People ends with an upbeat final coda that's so out of tune with the movie's message that it almost feels like a tacked-on studio ending. But it couldn't have been; at this stage in his career, Apatow answers to no one. His worst enemy as a director is his unwillingness to linger in the dark places from which his comedy springs. Sandler's George Simmons is a guy who, when fate offers him the chance to be a good person, chooses to be funny instead. Judd Apatow's problem is just the opposite; he could be the funniest director in Hollywood if he stopped being such a good guy.

Slate V: The critics on Funny People and other new releases