Courtesy of SXSW Film Festival

A long-running comedy improv group struggles with one member's breakout success in "Don't Think Twice."

After scoring a sleeper success with 2012’s “Sleepwalk With Me,” which adapted his solo stage show about toiling on the standup circuit, writer-director Mike Birbiglia stretches out a bit — but not too much — with the accomplished seriocomedy “Don’t Think Twice.” Like its predecessor a pleasingly naturalistic insider’s view of life on the lower rungs of showbiz, this more ensemble-focused piece is also somewhat autobiographical, as it draws on Birbiglia’s background training and performing with improv groups. But here a fictive scenario develops in which one member of a longtime improv troupe suddenly wins the comedy lottery of a cast gig on a “Saturday Night Live”-type sketch show, throwing those colleagues left behind into turmoil. This realistic but not excessively downbeat portrait of fame striking a lucky few — and missing everyone else — should build on “Sleepwalk’s” fandom to decent niche returns in various formats.

After being together a decade, the six members of the Commune have a loyal, enthusiastic audience and a solid interpersonal dynamic off stage and on. Yet they’re still minnows in the comedy ocean, living in crap shared apartments and working hated day jobs in order to do what they love for a few hours a week. (A partial exception is Tami Sagher’s Lindsay, whose wealthy Upper West Side parents keep her cushioned from the others’ domestic and employment hardships.) But even this far-from-ideal status quo’s satisfactions are put at risk when they discover the Manhattan building where they perform and teach has been sold (to Trump Co., apparently), which means their theater will shutter permanently in a month. Whether they’ll be able to find or afford another viable space is doubtful.

There’s always the remote hope that some of them might seize the brass ring of a job on “Weekend Live,” a sketch comedy series very much like “SNL” (which is deftly sent up in the excerpts we see). It’s something of a sore point for Miles (Birbiglia) that he’s taught improv to several comics who subsequently reached that lofty plateau, yet never got the call himself. When news hits that a “Weekend Live” scout is in the Commune’s audience one night, one particularly ambitious member can’t resist showboating, to the others’ annoyance. Nor does it help that an audition invitation, job offer and pretty much instantaneous stardom rapidly ensue, all creating awkward new inequalities — not least between Jack (Keegan-Michael Key) and Samantha (Gillian Jacobs), the group’s resident couple. Everyone feels the precariousness of the new circumstances, as those left behind jockey for any favors their suddenly-famous colleague might now be able to dole out.

Some of them are insecure enough to worry the Commune’s possible dissolution means they’re approaching midlife as failures. Illustrator-performer Allison (Kate Micucci) tries redirecting her hopes into writing with Bill (Chris Gethard), whose tendency to expect the worst is currently being reinforced by the serious health issues plaguing his father (Richard Masur). Meanwhile, Miles’ wondering whether he should do something else with his life gets additional impetus when he reunites with a high-school classmate, Liz (Maggie Kemper). They spark romantically, but at age 36 she’s clear about finding no appeal in his “college dorm room” lifestyle.

“Don’t Think Twice” (a title taken from familiar Bob Dylan lyrics) manages to place most of its emphasis on the frustration and self-doubt that most of the Commune experience at not making it — as opposed to the guilit-tinged exhilaration among those few members who do — without growing too soberingly bleak. As jaded as the characters can be, Birbiglia doesn’t shrink from showing their embarrassing desperation to please when in the presence of celebrities (Ben Stiller and Lena Dunham briefly appear as themselves) who have magically attained everything they dream of. Portraying a cutthroat business in which little is “fair,” “Don’t Think Twice” acknowledges the bloodshed, but applies the razor with enough empathetic delicacy to earn its cautiously upbeat fade.

Primarily drawn from veteran writing-performing comedy ranks, most of whom have improv roots, the actors are convincing on all levels — not excluding the funny-to-meh range of the Commune’s shows on any given night as portrayed here. Like “Sleepwalk With Me,” “Don’t Think Twice” devotes more care to its packaging than most comedian-driven features, with a warm, clubby feel to Joe Anderson’s widescreen lensing and other tech/design contributions nicely turned.

Film Review: 'Don't Think Twice'

Reviewed at SXSW Film Festival (Headliners), March 13, 2016. Running time: 91 MIN.


A Film Arcade presentation of a Cold Iron Pictures production in association with Secret Public Prods. (International sales: UTA, Los Angeles.) Produced by Ira Glass, Miranda Bailey, Amanda Marshall. Executive producer, Andy Bohn, Jason Beck.


Directed, written by Mike Birbiglia. Camera (color, widescreen, HD), Joe Anderson; editor, Geoffrey Richman; music, Roger Neill; production designer, Scott Kuzio; art director, Miles Michael; set decorator, Olivia Peebles; sound, Allison Jackson; supervising sound editors, Tom Efinger, Abigail Savage; re-recording mixer, Efinger; sound designer, Savage; assistant director, Thomas Deckaj; casting, Kate Geller, Jessica Kelly.


Keegan-Michael Key, Gillian Jacobs, Mike Birbiglia, Kate Micucci, Tami Sagher, Chris Gethard, Richard Masur, Sondra James, Richard Kline, Maggie Kemper, Erin Darke.

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