Judd Apatow declined Super Bowl ad reuniting “40-Year-Old Virgin” stars Paul Rudd and Seth Rogen

"I don't think that'll work."

Judd Apatow did not want to revisit a certain 40-Year-Old Virgin joke for a Super Bowl commercial — but the movie's stars Seth Rogen and Paul Rudd did it anyway.

The Knocked Up filmmaker revealed that he opted out of participating in a Lay's ad featuring Rogen and Rudd because he didn't think they could tastefully modernize one of the most memorable scenes from his 2005 comedy.

"I got offered a Super Bowl commercial, and some company wanted to do some variation of Seth and Paul doing, 'You know how I know you're gay?,'" Apatow said in a new episode of the Superfly podcast, hosted by Dana Carvey and David Spade.

Spade speculated that the entire premise of the bit might be viewed as distasteful. "Not gay. What would it be?" he asked.

Apatow shared his skepticism. "I don't think that'll work," he recalled saying. "They hadn't asked [the actors] yet. So I just said, 'No, I don't see how you can adjust the joke to make it work.'"

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In the 40-Year-Old Virgin sequence to which Apatow was referring, Rogen and Rudd's immature characters toss insults back and forth while playing video games, each prefaced by the taunt, "Wanna know how I know you're gay?"

The director was surprised that the commercial ended up airing without his involvement — and that it was a comedic success, no less. "Then I watched the Super Bowl," he said. "They're both in it. They made millions, and it was funny."

"You cut yourself out of the equation?" Spade asked.

Apatow confirmed, laughing, "I didn't believe in ourselves."

Related: James Franco thinks his friendship with Seth Rogen is over after sexual misconduct suit: 'Not for lack of trying'

Carvey then asked, "Did you turn the TV off and storm out of the room when you saw that?"

He wasn't thrilled. "I was upset," Apatow admitted.

In the ad in question, Rudd and Rogen adopt a similar conversational pattern to the Virgin scene, but without the homophobia that makes the movie sequence uncomfortable for some viewers. Instead, the two actors take a rapid-fire trip down memory lane as Rogen prepares for his wedding.

"Brings back so many good memories," Rogen says as he eats a chip. The duo then quickly recall increasingly ridiculous moments from their past together, including taking a road trip, almost dying in a plane crash, being kidnapped, fighting a turf war, and meeting a ghost.

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The ad ends with Rudd officiating the wedding between Rogen and that same ghost. Though the commercial was warmly received, it's so different from the original Virgin joke that it's possible most viewers didn't make the connection, even if they'd seen both the movie and commercial.

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Watch the full conversation between Apatow, Carvey, and Spade above.