Bad Reputation: An Oral History of the Freaks and Geeks Soundtrack

Revisiting Freaks and Geeks is akin to revisiting an old high school friend. As you watch the characters wander the halls of the fictional McKinley High School in Michigan, you can’t help but feel as if this was your own high school experience. It’s all very relatable. And nearing 22 years since the first day of school on September 25th, 1999, the show manages to defy the impossible.

Despite only having lasted for 18 episodes (12 of which only ever aired during its initial run on NBC), the show has left an indelible mark on pop culture. In the years that have passed, a massive cult following has built up, only furthered by the fact that every single person has gone on to do bigger things in Hollywood. But no matter how high they have soared and no matter how many years have stacked behind them, all roads seem to lead back to the nothing-short-of-stellar Freaks and Geeks.

You’re hard pressed to find a more eclectic and kick ass soundtrack from a TV series. In a time when it was incredibly rare to hear classic rock on television, this show looked to change all of that. Whether it was the derailed slow dance set to “Come Sail Away” in the pilot or an entire episode chock full of music from The Who, this was a show that took its music very seriously. Where most creators may have considered music to be an afterthought, Freaks and Geeks had it built into its very core.

And just how seriously did those behind the scenes of the now-iconic series treat the music? Creator Paul Feig went out of his way to create a show bible that featured an obsessively detailed list of all the bands from that era, and whether it was a band the Freaks or the Geeks would listen to at the time. Van Halen is attributed to the Freaks, The Bee Gees were given to the Geeks, The Doobie Brothers were tagged to the Freaks and the Geeks, Simon & Garfunkel were tasked to the teachers, and the B-52s, well, were nobody’s business. And while all of this backstory may seem to be unnecessary to the untrained eye, what it wound up doing was lend further credibility to just how hard everyone who worked on the show strived for total authenticity within the world they were creating — and it worked. That’s why we’re still talking about it today.

What happened with the music of Freaks and Geeks after the show went off the air, however, is just as interesting in how they acquired it in the first place. Because of how expensive all the music rights were — and the fact that home media for a failed TV show in 2000 wasn’t necessarily a thing — it would take four years of knocking on doors and fighting before Feig and executive producer Judd Apatow would ever find someone willing to pony up the dough to go back out and acquire the music rights all over again. Eventually, Shout Factory! came in and saved the day, though the advent of streaming forced that process all over again. First with Netflix in 2010, and then this year with Hulu, where the entire original soundtrack remains intact.

In celebration of its return, Consequence of Sound‘s own Andrew Buss recently spoke with the shaggy rockers at heart who helped the show find its voice. Below, you’ll hear from creator Paul Feig, executive producer Judd Apatow, composer Michael Andrews, music supervisor Buck Damon, and actors Martin Starr, Samm Levine, and Busy Philipps about finding the right tone from a music standpoint, their favorite music-based moments, and the long journey of getting it on to Hulu.

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In 1999, Paul Feig sent a spec script he had written, titled Freaks and Geeks, to longtime friend Judd Apatow. At the time, Apatow had an overall deal at Dreamworks, and after reading the script, he immediately leapt on the project and got the studio on board. 

PAUL FEIG (CREATOR): I knew right away that I wanted music to be a big part of it because it was so based on my experience in high school and just how important music was to all those memories and to everything we did. When you’re a teenager, especially, whatever songs are your favorite songs become the soundtrack to your life. So, I knew I really wanted to make that an integral part and wrote a lot of the cues into the actual script — some of which changed, actually. Long and short, music was always going to be very integral to it, and always something that I wanted us to write into the scripts so that we could mold scenes around the actual songs when possible.

JUDD APATOW (EXECUTIVE PRODUCER): One of Paul’s original visions is that it would have all of the music of the era, and we always thought that that was exciting. Because, at that time, there weren’t any shows using that type of music in their soundtracks or scores. It’s very common now, but to score a sequence with a Billy Joel song or something by The Grateful Dead was pretty much unheard of when we did the show. Other than The Wonder Years, you didn’t hear much classic rock music on hour television.

FEIG: I was in high school from ’76 to ’80. I had a lot of angst when I was putting the show together — whether it should be the late ’70s or whether it should be 1980 — and I finally decided to make it 1980 just because I liked all the music. I wanted to be able to use all the music that happened in high school right from the top. When I was in high school, Van Halen hit the scene and blew our minds. I wanted to be in a world where all that stuff could exist, so we could put it in.

APATOW: We were all fans of movies by people like Hal Ashby and Martin Scorsese, who used rock music so well. So this was an opportunity to do our version of it.

FEIG: When I was in school, the freaks – as we used to call them, the burnouts or freaks – were way into hard rock. So Van Halen, Ted Nugent, Led Zeppelin, the list goes on and on of just the hard rock groups. And then as geeks, we dipped in and out of all those things, really. Because we were into hard rock, too. But then we also liked dumb, novelty songs like Benny Bell’s “Shaving Cream”, you know? And then things more like Dan Fogelberg and Tim Weisberg. That kind of stuff. Also, the theme from Caddyshack, which we decided to use in there because that felt like it was so indicative of what we all liked as geeks. Music that had a connection to something else that we liked, on top of being a cool song.

I never wanted to have a strict delineation of the Geeks listen to this and the Freaks listen to this. I wanted it to be crossed over. Out on the Internet – I know it’s been out there for a long time – there’s this bible I wrote for the show. I really went through and wrote down all the bands and who would be into them. I’d say, “This is a Geek band. This is a Freak band. This is a band that both of them liked.” I haven’t looked at that list in a thousand of years, but it’s pretty interesting. It breaks down everything.

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With a clear road map of exactly what kind of music they wanted featured on the show, it was time to bring in the actors. A few of the cast members had been familiar with a lot of the tunes from that era, but most of them were not up to snuff.

SAMM LEVINE (“NEIL SCHWEIBER”): I’ve always, always, always been a big classic rock junkie. So, going into the series, I was very familiar with almost all of the music that would wind up getting used in the series just because I was raised by my dad, who’s a big classic rock guy. So I had access to all his old vinyls. I even had a record player in my room growing up. I was a big, big, big, big fan of the music of the ’70s and early ’80s to begin with, so getting on a show that heavily featured so much of the music from that era was such a nice bonus. And I loved how much of the music from the ’70s and the early ’80s that we were able to use.

MARTIN STARR (“BILL HAVERCHUCK”): I think this opened my world up quite a bit. I grew up in Los Angeles, and most of the music that I listened to up until that point was hip-hop and R&B. Stuff that was popular in my friend group. I listened to jazz. I listened to some world music, because my dad had eclectic taste in music which, luckily, I’ve developed later in life. But at the time, I think I was really only actively listening to hip-hop music. The first album I ever bought was Tupac’s All Eyes On Me. I mean I listened to other stuff, but that was the first one that I spent my money on and bought.

BUSY PHILIPPS (“KIM KELLY”): I just finished my sophomore year in college when I was cast, and I was very into music. I went to Loyola Marymount University in Los Angeles, as did Linda Cardellini, and LMU has a really great indie music radio station called KXLU. It’s known nationally. My roommate was a DJ there. My friends all worked at KXLU. I was very into indie rock like Modest Mouse and The Promise Ring. Early emo indie stuff was my vibe, and then my holdovers from high school, because I was always very into female musicians like Tori Amos and I guess Fiona Apple a little bit. And then some other sort of singer-songwritery vibes. So, it was a lot of rock and a lot of indie rock back in the day.

APATOW: I think it was important to Paul that everybody catch up on their Led Zeppelin, especially Jason Segel. I don’t think this is correct, but my memory tells me that it was somewhat shocking how little many of them knew about Led Zeppelin.

FEIG: I was really concerned our cast playing the freaks wouldn’t know Led Zeppelin, or wouldn’t have the deep dive. I remember taking them — even though his politics are horrid — to see Ted Nugent at the House of Blues just to go, “This is the stuff. This is what it felt like to be in a club where it’s just rocking loud with rock music.” And they loved it.

STARR: Zeppelin is easily my favorite band now, and I only really got to know them because of Freaks & Geeks.

LEVINE: At first, Paul asked us — the whole cast — if we had any Rush, The Who, Zeppelin, and several other classic rock artists of the era at home. I recall him being a bit more interested in the freak side being well versed in that music than the geek side. I, of course, was so proud of myself that I already owned many of those artists’ albums and knew them well. Back in those days, I took great pride in being a teenage classic rock aficionado. I’m sure I gloated to Judd and Paul that they “didn’t have to worry about me” when it came to our music knowledge. So Paul immediately — and rightfully — took me down a peg by asking if I had Hocus Pocus by Focus at home. I did not, so he said, “Well then I guess you haven’t heard everything yet.”

STARR: I do feel like I got a CD at one point that had a bunch of music on it that helped me understand what they were doing. Because I just wasn’t really familiar with this time period in music.

LEVINE: He brought in many of those albums for us to borrow. And to this day, I haven’t returned his copy of Focus II. I also have no idea where it might be, but I know I definitely never gave it back.

PHILIPPS: I asked them for a list of music that I should get and maybe get into. You’ll have to remember the Internet didn’t really exist. Like in 1999, it wasn’t like I could just pull up fucking Pitchfork’s “The 20 Best Albums From 1979 or 1980” or “The Best Rock Music From 1980.” We had to come by it organically. So, asking Paul and Judd made the most sense. Paul, especially, since this was based on his experience as a young person in the world. I asked him what the Freaks listened to, what was their vibe, and so early on, I went to Tower Records and bought a bunch of Best Of albums for The Who and Rolling Stones. I bought Rod Stewart CDs and I bought Joan Jett. More stuff that I thought Kim would be down with.

FEIG: I was definitely giving out a lot of music. It was just really important to me that they be fully in touch with everything we listened to and not just what culturally comes along. It’s a very funny show, but I didn’t want to do That 70’s Show, which … I don’t know how to say it … cherry-picked kind of the most absurd things of the ’70s. So, the outfits they wore were definitely worn back then, that wasn’t what everybody wore, you know? So it was very important to me. With wardrobe, I got all my old yearbooks and I went through them —  I still have them all year marked — and I said, “Here’s how we dressed. We didn’t all wear platform shoes and leisure suits and have our hair feathered with puka shells. Burnouts dressed in army clothes and jeans. It was more ’60s-oriented still.”

So, it was the same thing with the music. I wanted to make sure that they knew more than just the songs that everybody knows from back then. Back in the days, you’d buy an album and you’d just put on the album and listen to the whole album. You weren’t just popping around to your favorite songs. You would actually go into the deep tracks and know intimately tracks that nobody knows because you were listening to the whole album — because you bought it and it was there. It wasn’t cool to buy a single. You’d buy the album, and then, of course, you’d have to listen to the whole album.

APATOW: We forced Jason to learn how to play the drums, and we thought if he tried really hard, he would still be terrible in the way we wanted him to be. And then we made them all learn instruments and did this sequence where they had their own band and tried to play “Sunshine of Your Love”.

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With the cast in tow, production began on the pilot, and the importance of music was made clear right out of the gate. Van Halen’s “Runnin’ With The Devil” introduced us to the Freaks under the bleachers, Kenny Loggins’ Caddyshack hit “I’m Alright” gave us to the Geeks, and Joan Jett’s “Bad Reputation” cemented the tone as the show’s theme song.

APATOW: I remember Amanda Demme, our music supervisor for the pilot episode, giving me a tape with a bunch of Joan Jett songs on it. I strangely had never heard the song “Bad Reputation” before. I got really excited at the prospect of that song.

FEIG: One of the other candidates for the opening title song other than Joan Jett, which we ended up using thank goodness, was actually “Great White Buffalo” by Ted Nugent. [Laughs.] Just because I always liked that opening guitar riff so much. I thought, Oh this has kind of a badass feel to it. But then we decided, for many reasons, to go with “Bad Reputation”.

BUCK DAMON (MUSIC SUPERVISOR): I do remember going through “Bad Reputation” and having to deal with that. I remember talking to Joan and her lawyer, negotiating that. It’s one of my favorite songs. I love “Bad Reputation”.

STARR: It spoke to the show that they wanted to create, and I think it really helped set a tone for every episode.

APATOW: We were so annoyed when Shrek used it after us. It felt like the show and we thought, No, it can’t also be Shrek’s song.

Of course, when you talk about the pilot, you have to talk about Styx...

FEIG: Originally the dance at the end wasn’t the gag where it’s the slow dance that then turned fast. It was actually J. Giles’ “Southside Shuffle”. I just thought that was like a good celebratory song. It was always one of my favorite songs to dance to, and I just wanted to have this cathartic moment with Lindsay dancing with Eli and Sam dancing with Cindy and all that. But then as we were getting towards production, we came up with the idea to actually have the gag of a song that started slow then went fast.

APATOW: That was based on me asking a girl to dance at a high school event. Reaching her very close to the end of the song of “Human Nature”, and almost as soon as we started, it switched to something like “Boogie Nights”. It was one of the most embarrassing moments of my high school career, and I was sad I didn’t get to slow dance.

FEIG: Our original thought was to try to get “Stairway to Heaven”, but then quickly realized there’s no way we’d ever get that. [Laughs.] Then we had the idea to do Styx’s “Come Sail Away”, and it just worked out great.

APATOW: I know Paul and I are both obsessive Styx fans. I remember getting caught when I was a kid by our housekeeper in my underwear with a tennis racquet, jumping around my room in seventh grade to “Blue Collar Man”, and I think we had to talk to Styx and play that sequence for them. [Laughs.]

FEIG: We had to contact Dennis DeYoung and get his permission to let us use it. So, it was a big deal.

PHILIPPS: It’s one of the greatest music cues in television history. Because it’s so relatable. Even if you didn’t grow up in that exact time, everybody knows the song from the middle school dances that is tricky. Like if you were dancing to it, it might get slow and then fast or the opposite. I do feel like that is, truly objectively, one of the greatest moments in television music history.

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After the pilot was already completed, the show needed a new composer — and fast. Director Jake Kasdan recommended a relative newcomer he had just worked with on his feature film, The Zero Effect.

FEIG: We had another composer that we fired during the pilot because they just weren’t getting it. Jake Kasdan was doing his movie The Zero Effect, and he was like, “Hey, I just worked with this guy Mike Andrews. He’s great!” And Mike came in and just set the sound for that show. I’ll always be grateful for Mike.

MICHAEL ANDREWS (COMPOSER): At the time, I was living in San Diego, and I had actually done a movie in between Zero Effect and Freaks and Geeks. They used some of it as temp for Freaks and Geeks, and that’s why they ended up calling me. But this was technically the first thing I ever did by myself, before Donnie Darko.

FEIG: We were all so in sync, tonally, out of what we wanted for that show. Mike just so got it and so was able to crystalize all of the emotions of the comedy in the show. He was really just masterful. He did two of my movies after that. I love him. I love everything Mike did. He was a real godsend.

ANDREWS: It started with the pilot, and then a few weeks later, they were like “We’ve got to do the rest of the season.” And I was like “Okay!” I came up and I started doing the spotting sessions and all that stuff. We started talking about music and laughed and reminisced about what we remembered from our earlier days and childhood. We talked about songs, we talked about energy, and we talked about making the show feel honest and real.

It’s my emotional memory of what this time period was. Their emotional memory, I think, was more rock and roll. My emotional memory of it was more like The Police and Garry Numan. I was more on a new wave vibe when I was a kid than I think they were. They were more like mainstream rock and roll. Journey. That kind of thing. I was like Joe Jackson, Devo. I was just into different stuff.’

PHILIPPS: All the work that Mike Andrews did is so incredible throughout the show. Not only giving every character their own theme music that went along with the vibe of whether they were a freak or a geek, but also staying within the time period.

LEVINE: The score is the icing on the cake, really. I always worry that Mike doesn’t get enough credit and accolades with creating the world that he did with the score for the show. All of the little music cues and stings and everything he put in there really gave the show its heart and soul when it came to the emotional and funny scenes.

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Not surprisingly, licensing wasn’t easy…

FEIG: Very early on we figured out through contacts in the music industry what bands were much more willing to license stuff and who wasn’t. And we found out early on that, actually, Van Halen was really cool about licensing their stuff. And then we found out that Cheap Trick was really cool about licensing their stuff. And Ted Nugent. So it became this thing of, Oh, let’s figure out all the bands that we love that would be right for this and who we have a shot at getting.

DAMON: I think we had a healthy budget, but it wasn’t huge, and I remember we had enough to get what we needed, but it wasn’t like we could plaster the series with music. It was obviously used in a very intentional way. I’m sure if it was produced today, that music would be a lot more expensive than what I got it for.

APATOW: Back then, the only real obstacles were, “You’ll never get Led Zeppelin. You’ll never get Pink Floyd.” Everything else seemed to be possible.

FEIG: Clearly, I would have loved to have Led Zeppelin in there, because that was the soundtrack when I was in high school. But we just knew there was no way we were going to get Led Zeppelin.

APATOW: I was really surprised we were able to get The Who, and they were really easy to deal with and enthusiastic about it.

FEIG: I was shooting The Grateful Dead finale. I shot that before we even shot the last four shows because we didn’t know if we were going to get canceled. So, I was off doing that, directing, and in post while Judd was putting together The Who one.

APATOW: I directed an episode where they were going to go see The Who, and then Mike Andrews did an incredible Who-soundalike score, which really blew my mind.

FEIG: It was really important to him to do this Who thing because he’s a Who fanatic. I remember thinking, God, are we going to be able to get that many The Who songs? But he was able to pull it off. I think because it was a package deal that made them more willing to do it. But yeah, it didn’t end up being a hardship as far as clearance rights. And again, there was a nice unity. But it was built so nicely into it that they were going to go see The Who. It was very organic. When you’re going to go see a concert and you’re all excited about it, all you do is listen to that artist up until you go to the concert.

APATOW: A bunch of episodes then we thought it might be fun to have shows where we used primarily one artist

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FEIG: Judd and I really liked it because we thought it was a nice unity to the storytelling. There was something cool about it. It was something we didn’t want to do all the time. I definitely wanted to have the freedom to pick whoever I wanted with the music, but there was a nice thing about that. So we had done it once before with Billy Joel in the “Carded and Discarded” episode.

APATOW: We were working on an episode, which was about a new girl coming to school and hanging out with the Geeks and not realizing that they were the Geeks. It certainly reminded me of my childhood on Long Island. And where I come from, it’s all about Billy Joel. So we were able to get his permission and use songs like “Rosalinda’s Eyes”. It felt like a really unique use of music for a sequence where the kids are shooting off rockets while they were in love with Kayla Ewell.

LEVINE: We got Billy Joel to give us “Rosalinda’s Eyes”, which he never before had licensed to any other film or television series.

FEIG: When we did the Billy Joel one, that was more ballsy like, “We’re just going to put Billy Joel in the soundtrack because we think the geeks are into Billy Joel. And so that’s how they associate this girl that they’re in love with the music of Billy Joel.” The Who was much more organic and easier to explain than the Billy Joel one. [Laughs.]

STARR: Judd, in particular, I watched toil over music choices. They really meant a lot to him. Music can be very expensive, big songs cost big money, and TV doesn’t tend to want to put out the kind of money necessary for the incredible music that we had on the show. But Judd really fought for it, and made sure that it lived up to the vision that he and Paul had for the show.

APATOW: My grandfather was a record producer named Bobby Shad. He produced the first Janis Joplin album. He signed her to a record deal in 1966, and we used the song “Maybe” during the episode where the Geeks bought near beer to replace the kegs at Lindsay’s party. It’s a really very beautiful use of the song. Jake Kasdan cut it in an emotional way. I like that there are many tributes to my grandfather there.

DAMON: I remember pitching them “Maybe”, and it making the show, because it’s one of my favorite songs, and they grabbed onto it. I remember Paul and everyone saying they loved the song.

FEIG: I would really say that the vast majority of the time we had the songs figured out in advance. Like I remember “Let The Good Times Roll” in the garage door episode where they’re driving around. And Gabe Sachs and Jeff Judah wrote that episode based on something that actually happened to Jeff Judah with his father. I remember them bringing up that should be the song. I forget if Jeff said that he was listening to that song when he did it or he just remembered that song kind of being a part of that memory.

ANDREWS: That episode, I thought, was really, really great. I really love that. That one I felt like I was in a really emotional vein of the show that really kind of landed for me. I remember working on that and really loving it. And those guys really loving it, too. I remember Paul really feeling like that was a good show. And I thought the way they dealt with it was really sweet, too.

One song that never made it into the show that has since become a thing of legend.

FEIG: [“Moshing and Noshing”] was one of the last episodes we had. It actually didn’t even air until after we were cancelled when ABC Family dumped it, and we had this scene at the end. It was after Daniel gets into punk rock and then he has the terrible experience at the club and then he goes back to Kim looking for solace. Then, at the same time, you see Neil using his ventriloquist dummy to get revenge on his father who is having an affair. So, we had this big montage at the end of everybody coming to terms with things that were going on, and we really wanted to use Neil Young’s “Only Love Can Break Your Heart”.

ANDREWS: I think Judd was trying to find ways to get Neil Young. The music supervisor was like, “We can’t get Neil Young! We can’t afford this!” And he was like, “We have to just make this to make sure that this is great. This is good enough. Show it to him. Try to get him to get on board.” There was really no quality compromise with it.

APATOW: We sent it off for clearance, we heard that he watched it on the tour bus, and that he gave us approval. And while we were editing the episode, we were cancelled. So, at that point, we didn’t know if the show would ever air, and it was an expensive cue. So, I had to decide if I wanted to pay for it out of my own pocket. The studio said, “We’re not going to put a super expensive song in when you don’t even have a network anymore.” [Laughs.] We didn’t even know if it would ever come out on DVD. We weren’t sure if it would ever air. Would they burn off the show at some point? Because, at that moment, we weren’t even on.

FEIG: I kind of thought, Oh, well let’s go the opposite way. This has been a show about parents and adults because of Neil’s father, let’s do something we haven’t done before. Let’s use a Dean Martin song, “You’re Nobody Til Somebody Loves You”, which is the same type of theme as “Only Love Can Break Your Heart”. So, we put it in and it actually worked really well, but it’s very different.

APATOW: It worked okay, but the Neil Young song was magic. And I swear to god, several times in my life, I wake up with my heart racing, thinking not just paying for that song was one of the stupidest creative decisions I ever made. [Laughs.]

FEIG: In fact, when the show aired, fans of the show were so incensed that we had done that. But their takeaway from it wasn’t, “How dare he put a Dean Martin song.” They had come up with this whole conspiracy theory that the network forced us to put Dean Martin on the soundtrack because clearly the network was run by old people who wanted us to put some old song on. [Laughs.] And I remember going on the message board and being like, “No, guys, I put this on. I actually like this. We would’ve rather had Neil Young,” because word had slipped out that we couldn’t get Neil Young for the show.

APATOW: We asked Neil Young if we could put it in the show when we got the deal to release it on DVD, and he said no. I don’t know why. I literally was hunting down anybody who might know him. I was talking to personal trainers. [Laughs.] Who can get near him and beg him? And I guess he was over us at that point.

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Throughout the series, there are a number of needle drops that have proven iconic. Much of that magic, however, is shared amongst the cast and crew, who all have their own personal favorite musical moments.

APATOW: I remember I asked Jason Segel to learn how to play guitar so he could sing a song to Lindsay, and he wrote the now-mythic “Lady L”, which, I believe, was inspired by Van Morrison. [Laughs.] He just handed us the lyrics one day, and it’s probably one of my favorite moments of anything I’ve been apart of. It’s cringe-y as anything that has ever been done on television. But, what’s so weird is that it’s been 21 years and I still know all the words.

ANDREWS: They had me doing versions of these hilarious rock songs. When they couldn’t afford “Nights In White Satin” or whatever, they’d say, “Do something inspired by ‘Nice In White Satin.’” So, I would do something and the music editor would name it “Mike In White Satin”. Jonathan Karp was pretty hilarious on it. So, I’d have all these hilarious hard rock or early metal things that I had to do for the show, too, which were fun and hilarious to do by myself basically in my basement.

PHILIPPS: “Jesus is Just Alright With Me” is the best, craziest thing that’s ever happened. It was so much fun to be there, and Sarah [Hagan] was so incredible as Millie. Really, everything that was in that sweet character was just so believable, even if it was like seemingly over the top to have a kid sitting down and playing “Jesus Is Just Alright With Me” on the piano at a kegger. You just believe everything because of Sarah’s essence on screen. But I remember when we were filming it, it was definitely difficult to keep a straight face because it was so funny. She is so funny.

APATOW: My other favorite cue is Paul’s use of “No Language In Our Lungs”.  That was very emotional. I had never heard that song before and they turned me into an XTC fan. But that was a song that he had talked about from the inception of the series.

FEIG: Well, one of my favorite moments – and I literally played the song over and over and I wrote the scene to it – was in “Boyfriends and Girlfriends”, where Lindsay’s getting worried that Nick’s starting to get too obsessed with her. And I wanted to do “Whipping Post”. I wanted to have this sequence of her walking into school and just seeing everything in the school and taking in all the cliques and taking in all the world. And “Whipping Post” just felt like the right song for that because I always loved that song and it had so much epic quality. It’s written by a 19-year-old Gregg Allman, which is amazing because that song just has this crazy depth to it. I remember just playing that song over and over and writing down, “Okay, so she walks in. She sees this group. She sees this group.” So it could be as specific as that. Just queuing off of it and really being inspired by it.

LEVINE: I remember reading the episode “I’m With The Band” and saying, “Wow. They’ve already got two Cream songs in here.” And then I was thinking for the Geeks storyline, that’s the one where Sam doesn’t want to take a shower after gym class. And he’s got that moment where he finally decides. And I think in the script it even says, “Sam slow-mo walks through the gym locker room on his way to the showers, finally deciding this is going to be it.” And as I’m reading that, I don’t know why but I had Cream on the brain. And so I was thinking to myself, Oh. “White Room” by Cream has that really great powerful opening. I think that would be a terrific song for that moment right here. I don’t know. Maybe since they’re already licensing two Cream songs, they’ll get the third at a discount.”

So I mentioned it to Paul and Judd after I read the script, long before it was in production. Lo and behold, a couple of weeks later, Paul comes up to me and says, “Levine, you got your wish. We got ‘White Room’. Everybody thought it worked terrific. So thanks for the suggestion.” And that was my proudest Freaks and Geeks music moment.

FEIG: I didn’t want to [be in the episode “I’m With The Band”], but it was Gabe Sachs and Jeff Judah [who convinced me]. They were in it. Jeff plays the sound engineer who makes a face to Lindsay as Nick is blowing the audition. And then Gabe Sachs is actually the drummer in Dimension because he plays drums — we would play music together sometimes. He was like, “You have to be this guy. We want you to be in the band!” Then also Mike Andrews, our composer, was the leader of Dimension.

ANDREWS: I came up to a spotting meeting. And they said, “Hey, would you want to be in the show if there was a thing for you? And you know, you’d just be doing what you normally do. You’d just play music.”

FEIG: They just said, “Oh, it would be really funny if we did this.” And then Judd’s only direction was to put me in the tightest jeans possible, which I don’t know if you can see them, fortunately. But I could barely breathe in these jeans. And then I think I said, “I want to be the guy who says something mean to Nick.” And so I’m the guy who adds the final knife to his back after he blows the audition. Sachs and Judah forced all of us to be in it.

ANDREWS: I just showed up and I didn’t know my lines. Judd had given me my lines and I didn’t know my lines. It was so funny. That was a funny day. I was completely unprepared. It’s literally the first second I’ve ever been on film.

LEVINE: Growing up, I had plenty of friends try to start their own bands, and they were terrible because they were teenagers who didn’t want to put the time in to practice and get really good at something. When Nick finally gets this big audition with this big local band, and he stinks up the joint, he gets laughed out of there. And I thought to myself as a fan, Yeah. That’s what would happen in real life! He’d go in there and the other guys would be polite enough, but he’d embarrass himself. Then he would feel like crap afterwards. That’s what would happen in real life. And I love that they wrote that scene and it’s in the episode.

FEIG: I’ve been a musician all my life, really. I don’t do it much anymore, but I was a guitar player first, then a drummer. So, I would get these instruments and learn how to play them, and then I, one day, always wanted to get like a multitrack thing. So the first thing I had was one of those little Tascam four-track cassette things. But then I saved my money, years earlier before Freaks and Geeks to buy a Tascam 488, which was that reel-to-reel 8-track console giant thing. It was all in one. I set up a studio in my house and just would write a lot of music and would write kind of comedy rock songs and record them, and track them all. I did all the tracks and everything and just came up with a bunch of stuff.

So, I had this song in my closet of tapes that I had done, and when we were putting together that episode, I knew we wanted Martin Starr to do the Rerun dance from What’s Happening?. I remember going, “I’ve got the perfect song for this,” because you could do the Rerun dance to it since it needs that sort of beat and rhythm and cadence to it. So, I pulled it out and said, “Hey guys, here’s a free song,” and I think we were having trouble with our music budget and we were getting to the point where we were running out of money. So, that’s what it came from. That’s me playing all those tracks. But the synthesizer track is actually Dave Gruber Allen, who plays Mr. Rosso. That’s his keyboard that I borrowed from him because I needed some electronic sound. All that time noodling around on it I finally found that sound.

STARR: I just remember Paul doing the dance and saying, “Do it like this.” I was like, “Okay.” I had no familiarity with what was going on. They played the music. I guess that was one of the few times where I knew the music as we were doing it, because it was significant to my actions. But most of the time, you know, the music cues were independent of what we were doing. They could be changed and it wouldn’t necessarily effect what we were doing. But in this case, that was fairly specific. Yeah, I just remember that being a fun morning on set. [Laughs.] Learning a new, very strange dance that seemed to resonate as I tried my best to imitate Paul Feig.

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Despite outstanding reviews and an already-developing cult fan base, it was starting to become clear that the show was in serious danger of being cancelled. So, Feig and Apatow began thinking of ways they could send off Lindsay Weir.

APATOW: Paul and I were in Las Vegas. I don’t remember why he was there. I was there seeing Rodney Dangerfield, and we had this discussion about the fact that we thought we were going to get cancelled soon. And I said to Paul, “You should probably write the pilot and we can shoot it right away, so that if we get cancelled, at least we’ll have the final episode.”

FEIG: Judd was like, “You should do the finale now, because we don’t know when they’re going to pull the plug on us.”

APATOW: And that’s a bad sign. That we’d shoot the finale in the middle of the season. (Laughs). We just said “Let’s do it as soon as we can.” So we don’t get stuck.

FEIG: Judd and I were going like “What would the ending be?” I definitely was hung up on the idea of “Everybody needs to go off in a different direction.” And as we were talking, we just kind of went like, “What if Lindsay went off to follow the Dead?” [Laughs.] Nothing more than that. It was just like, “Maybe she becomes a Dead-head. Maybe she ‘Deads out’.” So then I was like, “Oh, that’s a fun idea,” and went and tried to break the story, but knowing that we were going to try to end it with this Grateful Dead thing.

APATOW: When I was a kid on Long Island, there were so many Dead-heads. Kids would disappear over the summer for months following the Dead. And then the question was, “Will they clear the music?” And they did. It came back right away.

FEIG: I was not a Grateful Dead fan. I only knew the hits. I only knew like “Sugar Magnolia” and the ones that would play endlessly on the rock station in Detroit. Detroit was not a big Grateful Dead place. So I went and got a bunch of Dead albums. The first one I put on was American Beauty, and while I was writing and breaking the story, I was just listening to this over and over, falling absolutely head over heals in love with this album. So, that was the thing.

It’s like, Oh my god, I’m having this response. I need to make Lindsay have this response. This has to happen to Lindsay, what I’m experiencing right now. So, that all swirled around into coming up with the story for why she’s given the album and how she’s in her room listening to it and feeling all confused with what she’s going to do with her life. I was also confused with what I was going to do with the series finale, so I was angsty in the way that she was about going off to this college thing.

I wrote very heavily to those songs, put them in, wrote scenes to them. I knew I wanted “Box of Rain” to be her epiphany song, and I remember when we showed the first cut of it to the writers, a couple of people in the writers room were just laughing. Like, “Oh my God. This is so cringe-y. Watching this girl just start dancing to this album.” And I was like, “Yeah, but we’re all cringe-y at that age, when you discover something and you just get into it more and more.”

APATOW: I thought Paul’s use of “Ripple” at the end of the series is what makes the finale so magical.

FEIG: I just remember thinking, This has to be the last song. This has to be what she goes away for. She’s saying goodbye to her parents. She doesn’t know when she’s going to go back. She knows that she’s going to leave. They don’t know. And then to see them driving off into the sunset, it just felt perfect. So that was very organic.

On the flip side of things, the finale also saw Jason Segel’s character, Nick, make a new music discovery of his own: Disco.

FEIG: When I was Nick and Lindsay’s age, I was really into disco, and there was a teen disco in the bowling alley — just like I wrote. My favorite disco song of all time was “Groove Line” by Heatwave. So, I had vowed for years and years and years before that I was going to put that into a movie or whatever if I ever got to make something. And I remember when I was talking about the disco storyline in the writer’s room, a lot of them were like, “Well, disco sucks and all disco songs are terrible.” I said, “Well I don’t know. I like disco. But I will tell you, there is one great, perfect disco song that is an amazing song.” And they’re like, “Oh, it doesn’t exist.” And I said “It’s ‘Groove Line’ by Heatwave.” And I stand by that to this day. I think it’s one of the best songs ever written.

APATOW: It was such a troubling idea that Jason Segel would start dating someone who was like Lindsay but not quite right. And she gets him into disco even though he’s a Led Zeppelin guy. And the series would end with him selling his soul for disco for a girl that he doesn’t even like that much. It’s really about as tragic as it gets. [Laughs.]

FEIG: It’s really kind of my current self in my thirties discovering The Grateful Dead, and then meeting me from my teen years in love with disco and disco dancing. I just folded those two together and, ironically, I felt that they really complimented each other because it was such like new world versus old world in a weird way.

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