Comedy legend Judd Apatow stopped by The Tonight Show for a nostalgic and laugh-filled interview, celebrating two big anniversaries: the 10th anniversary of Trainwreck and the 20th anniversary of his directorial debut, The 40-Year-Old Virgin.

But the highlight of the night came when Apatow unveiled a never-before-seen behind-the-scenes clip from the film’s most iconic—and painful—moment: Steve Carell’s real-life chest waxing scene.

The Origins of the Waxing Gag

Apatow recalled that he and Carell were brainstorming how to reinvent the classic “makeover” trope. That’s when Carell had a bold idea:

“What if you wax me for real? Like rip my hair out. It’ll be funny because it’ll hurt so much.”

The director admitted he wasn’t sure at first, but Carell insisted the genuine pain would bring out the comedy. So Apatow set up five cameras, knowing they’d only get one chance to capture it.

Judd Apatow Reveals the REAL Story Behind the '40-Year-Old Virgin' Waxing  Scene | Rich Eisen Show - YouTube

A Waxer Who Wasn’t Quite a Waxer

In true Hollywood fashion, things didn’t go exactly as planned. Apatow revealed they had specifically requested an actress who could also wax.

“This woman showed up, and it was clear she had never waxed before in her life,” he laughed.

The situation almost turned dangerous when she applied wax to Carell’s nipple—something Apatow quickly noted could have gone very wrong. “You could rip off the nipple,” he warned.

The Infamous “Kelly Clarkson!” Moment

The behind-the-scenes clip had the studio audience in stitches, showing Carell screaming in agony as hair was ripped from his chest, blurting out the now-legendary line:

Judd Apatow Shares BTS Video of Steve Carell's The 40-Year-Old Virgin  Waxing Scene (Extended)

“Kelly Clarkson!”

The bonus footage even included moments where the crew encouraged him with chants like, “Not the nipple, not the nipple!” while Carell begged for his co-star’s hand before another rip.

A Celebration of Comedy Legacy

Along with revisiting the scene, Apatow reflected on his journey as a lifelong “comedy nerd,” sharing stories about his autograph collection, early rejection letters from Letterman, and even a phone call from Jay Leno telling him his jokes weren’t good.

Judd Apatow Reveals the REAL Story Behind the ’40-Year-Old Virgin’ Waxing  Scene | Rich Eisen Show

Despite those humble beginnings, Apatow’s career has become one of the most influential in modern comedy—launching classics like Knocked Up, Trainwreck, and of course, The 40-Year-Old Virgin.

Anniversary Rereleases

Fans will get a chance to relive the laughs on the big screen, as both Trainwreck and The 40-Year-Old Virgin are being rereleased in theaters on August 22nd. Plus, The 40-Year-Old Virgin is now available to own with all-new bonus content, including never-before-seen footage like the extended waxing scene.

And in true Apatow fashion, all proceeds from his new book Comedy Nerd will go to charity.