Imagine if The Godfather Part II left out Michael to concentrate on Fredo and his wife. Or if Back to the Future Part II omitted Marty and stayed with Biff and his family.

In essence, that’s what we get with 2012’s This Is 40. Billed as a “sort of sequel” to Knocked Up, 40 completely eliminates Ben and Alison, the two leads from the 2007 hit. Instead, it looks at the lives of Alison’s sister Debbie (Leslie Mann), her husband Pete (Paul Rudd), 13-year-old daughter Sadie (Maude Apatow) and eight-year-old daughter Charlotte (Iris Apatow).

The film greets Pete and Debbie on the verge of their essentially shared 40th birthdays. This leads toward a big party, though Debbie denies her impending forty-dom and claims to still be in her thirties.

In addition to age concerns, the pair go through other issues. Once a major record company man, Pete started his own label and finds it tough to make this a success. He signs Graham Parker and the Rumour – reunited for the first time in decades – and hopes this will save his business, but the bills continue to mount. It doesn’t help that his father Larry (Albert Brooks) – with a much younger wife and very small triplets to support – can’t get much work and expects Pete to throw money his way.

Debbie owns her own boutique, and it also doesn’t bring home the bacon as much as she’d like. She must deal with a shoplifting employee as well as a few other specifics. In addition, Pete and Debbie worry they’re drifting apart and losing the heart of their relationship.

Though the movie throws a lot of topics at the viewer, I consider it to be essentially plot-free. That’s not atypical for Apatow flicks, as he favors the character side of things in his films, but predecessors like Knocked Up, Funny People and 40-Year-Old Virgin at least came with obvious “hooks” to motivate their explorations. For instance, Knocked Up worked with a relationship motivated by an unexpected pregnancy to prompt its story.

Nothing like that appears in 40. Yes, the notion of a chronological milestone acts as a motivator, but in truth, it doesn’t affect the movie’s progress much. While we build toward a climax at Pete’s 40th party, the movie could’ve dropped the notion that Pete and Debbie have turned 40 and it wouldn’t impact the rest of the tale; the flick would fare just as well without that minor gimmick.

And like every other Apatow film, you’ll find plenty of content in 40 that could/should fall to the cutting room floor. That’s not a judgment on the quality of the material, as most of it entertains. All Apatow movies run too long, but I understand why they go on that way: it must be tough to eliminate footage that amuses in isolation.

That’s what occurs in 40, as Apatow can’t “kill his babies”, and again, I get it. If you asked me to cut down 40, I’d find it tough to locate specific scenes that don’t work, as the vast majority provide good entertainment.

But the cumulative effect can make the package drag, and Apatow doesn’t seem to know when he’s made his point. While the scenes amuse in a vacuum, they get too be too much. For instance, take the sequence in which Pete and Debbie go away alone for the weekend. I understand the narrative need to show them happy, but we don’t need much for that part of the flick to last so long. Eventually we just want to move on; even when the snippets amuse, we feel the urge to see the movie progress.

It doesn’t help that 40 lacks particularly rich characters. While I think it hits upon good relationship truths, Pete and Debbie tend to function as sitcom stereotypes. He’s the immature husband and she’s the nagging wife; we’ve seen these two many, many times, and I don’t think 40 does much to broaden the clichés.

None of this makes 40 a bad movie; in fact, I think it’s pretty good despite its flaws. Even though I think it should probably lose about half an hour, I still find it to be amusing and it never threatens to lose me. Like all Apatow flicks, it comes with a strong cast, and they bring their roles to life well. Can Pete be too immature and Debbie too shrill? Sure, but I blame the script for that, not the actors; they do what they need to do with the parts.

As always, the supporting performers add real life. In particular, Chris O’Dowd and Charlyne Yi are a hoot, and Brooks delights as Pete’s dad. Brooks gets a tough role, as Larry seems like an irresponsible deadbeat, but he’s so amusing that he makes sure we don’t dislike the character.

All of these factors make 40 an enjoyable ride, one that I liked the two times I saw it. Like all its Apatow-directed predecessors, though, it ends up as a minor disappointment. It’s incisive, clever and often very funny, but some tightening would’ve made it more satisfying.

Footnote: am I the only one who doesn’t think it makes sense for Debbie to feel so insecure about her body? She looks amazing for any age, much less 40. Perhaps the part would’ve worked better with an actress who sported a less tight body.

Oh, and it also seems weird for the movie to act as though Megan Fox has enormous breasts. She has a spectacular body but Desi’s belief that her boobs will eventually sag to her knees makes no sense; they aren’t that big. Granted, maybe the Debbie and Desi characters’ comments reflect ridiculous female insecurities, but as a guy, their reflections seem kooky.

This Is 40 appears in an aspect ratio of approximately 2.40:1 on this Blu-Ray Disc. Expect a top-notch transfer here.

At all times, sharpness looked good. No notable signs of softness occurred, as the image was accurate and concise. Jagged edges and moiré effects failed to appear, and edge haloes also didn’t become a factor. No print flaws marred the presentation.

We got a pretty standard palette here, with a mild orange/teal tint on display. That’s typical for modern movies, and the hues looked positive within the moderate stylistic constraints. Blacks were dark and deep, and shadows seemed smooth and concise. I felt pleased with this positive presentation.

As for the DTS-HD MA 5.1 soundtrack of 40, it gave us the kind of low-key mix I’d anticipate from a character-based comedy. Any instances of a broad soundscape were modest at best. A few minor elements opened up the track – like planes that flew over Larry’s house – but those remained infrequent. Instead, the film offered decent stereo spread to the music along with gentle ambience. It didn’t sizzle, but it suited the material.

Audio quality was satisfactory. Speech always came across as accurate and distinctive, without edginess or other concerns. Music seemed warm and full, and effects provided concise elements, with solid low-end when appropriate. This was a perfectly competent track for a flick of this sort.

We get a good selection of bonus materials here. These start with an audio commentary from writer/director Judd Apatow. In his running, screen-specific chat, Apatow discusses story/character topics and autobiographical elements, cast and performances, sets and locations, cinematography and visual design, editing and deleted scenes, music, and some other areas.

Though the veteran of many commentaries, Apatow never sat solo for one until now. That doesn’t become an obstacle, as even without support, Apatow delivers a strong examination of the film. He mostly focuses on story/character areas, but he touches on a little of everything and makes this an entertaining and informative discussion.

The disc provides both the film’s theatrical version (2:13:44) and an extended cut (2:17:03). What do you get from the extra three minutes and 19 seconds? Seven scenes with added footage, virtually all of which bring us short tidbits. The opening “birthday sex” segment shows an alternate argument, and we see short extensions to six other areas.

Do any of these change the film in a notable way? Nope. The only significant story material shows up during the Rumour concert; Cat (Lena Dunham) quits her job at Pete’s label and he reveals that he was the one who signed Pearl Jam. That’s not a particularly big bit, though; it tells us about Pete’s motives for leaving Sony, but we already hear a little about that in the final cut. The other changes/additions are enjoyable but don’t improve or hurt the film. Both versions work about as well as each other.

Next we find a documentary called The Making of This Is 40. Spread across two parts, it fills a total of 50 minutes, five seconds with info from Apatow, registered nurse/actor Christina Cannarellla, production designer Jefferson Sage, producer Barry Mendel, and actors Paul Rudd, Leslie Mann, Robert Smigel, Lena Dunham, Maude Apatow, Megan Fox, Graham Parker, Albert Brooks, John Lithgow, Jason Segel, Scott Hartnell, Chris O’Dowd, Ryan Lee, and Melissa McCarthy. <

“Making” examines the film’s roots and development, story/character subjects, cast and performances, sets and locations, and general notes from the shoot. While we get a lot of comments, “Making” mostly acts as a kind of video diary. We get a lot of elements from the sets and similar on the fly materials. The two sides combine well to make this a useful, engaging piece.

Two featurettes follow. This Is Albert Brooks (At Work) lasts 10 minutes, 58 seconds and involves Apatow, Mendel, Brooks, Lithgow, and Mann. We learn of Brooks’ casting as well as aspects of his performance. This means much more footage from the set and a lot of fun outtakes.

(By the way, Apatow says he can’t remember seeing Brooks as a parent. Apatow has kids and didn’t have to watch Finding Nemo 12,000 times? And as one of the title characters in The In-Laws, I can think of at least one other parental role in Brooks’ past.)

For the final featurette, we get the 17-minute, 30-second Graham Parker and the Rumour: Long Emotional Ride. It delivers notes from Parker as well as co-producer/engineer Dave Cook and musicians Andrew Bodnar, Steve Goulding, Martin Belmont, Bob Andrews and Brinsley Schwarz. We learn about the reunion of Parker and the Rumour as well as aspects of their new collaboration. This doesn’t have anything to do with the creation of 40, but it’s reasonably interesting nonetheless.

Under The Music, we find concert sequences. Essentially outtakes from the finished film, these cover “Graham Parker and the Rumour” (five songs, 20:35), “Graham Parker” (two tracks, 5:59) and “Ryan Adams” (three tunes, 9:52). It’s nice to get the complete performances here.

As with all Apatow releases, we get copious amounts of cut footage. This means 15 Deleted Scenes (35:36) and nine Extended and Alternate Scenes (18:24). These tend to focus on secondary characters, so we find a lot more of Barry and his wife as well as the kids at dinner and the like. We also get a long look at the talent showcase Pete hosts and an unused postscript.

Some amusing material shows up here, and we find extended cameos from Billie Joe Armstrong and Eels. Very little of the footage should’ve made it into the final flick – which is already too long – but we do find more than a few entertaining snippets. A party sequence in which Jodi sexually services Ronnie is comedy gold; part of me wants to see a movie about them.

Expect some dross along the way, though. A long scene in which Sadie videochats with Joseph goes nowhere, and the musical performances drag forever. The postscript is cute but not all that exciting. Except for maybe the Ronnie/Jodi bit – which is inessential but hilarious – I can’t think of any that should’ve been in the final film.

Alternate line readings pop up in Line-O-Rama” Parts 1 and 2 (4:48 and 3:39) as well as in Brooks-O-Rama (2:46). These mostly show scenes found in the final flick but with different dialogue. Plenty of these are quite funny and they make for a terrific addition to the set. (By the way, “Brooks-O-Rama” works the same as the other segments but concentrates on Albert Brooks.)

Two Gag Reels show up as well. “Part 1” runs three minutes, 33 seconds, and “Part 2” goes for four minutes, 53 seconds. A lot of these moments show goofs/giggles, but we also get more alternate lines, so the reels are more useful than most.

Biking with Barry occupies two minutes, 43 seconds. This isn’t really a featurette; it’s just more material in the “alternate take” vein, with a concentration on the Robert Smigel character. Expect more amusing material.

Smigel’s famous character pops up in the eight-minute, 36-second Triumph the Insult Comic Dog. The foul-mouthed canine puppet comes to the set of 40 and chats with Rudd, Lithgow, Mann, Apatow, Fox, Annie Mumalo and Smigel himself. Triumph mocks all of them in signature style and creates some laughs.

A continuation of themes established on other discs, Kids on the Loose 3 fills 11 minutes, 41 seconds. It lets us see Apatow direct his girls. They’re not as wild as they were in earlier chapters – seen on the Funny People and Knocked Up releases - but we still get some decent shots from the set. Also, a little more of Megan Fox in a bikini is always a good thing.

A ”Bodies By Jason” Commercial lasts one minute, 27 seconds. Not glimpsed in the film, it lets us view the Jason character’s cheap TV commercial. It offers a fun addition to the set.

We finish with a 44-minute radio interview from Fresh Air with Terry Gross. In this piece, Gross chats with Apatow about aspects of the film and reflections on his real life. Some of this repeats material from the commentary, but Gross takes Apatow down a mix of alternate paths. We get a delightful, insightful discussion.

The disc opens with ads for Les Miserables, Admission, Suits, The Host and Jurassic Park 3D. No trailer for 40 appears here.

A second disc delivers a DVD Copy of 40. It includes a mix of extras, which makes it more valuable than some of these bonus discs.

Like all Judd Apatow movies, This Is 40 entertains with cleverness and wit. Like all Judd Apatow movies, This Is 40 needs an editor and would be more satisfying with some trims. It’s good but could’ve been great if took a more concise path. The Blu-ray offers excellent visuals and supplements as well as pretty positive audio. 40 comes with flaws, but I still think it’s enjoyable enough to merit my recommendation.