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Don't Think Twice

When I lived in Chicago, every weekend my friends and I made our way to ImprovOlympic, on the corner of Clark and Addison, to watch teams perform long-form improv (known as "The Harold"). The house team was called "The Family": six insanely talented men, all of whom studied with guru Del Close, and all of whom who have gone on to huge success: Adam McKay, Neil Flynn, Matt Besser, Ali Farahnakian, Ian Roberts and Miles Stroth. People like Tina Fey and Amy Poehler often "sat in," performing with the group. Those shows are still legendary to anyone lucky enough to have been there. In good improv like that, people communicate with lightning-speed via ESP and sixth-sense. 

"Don't Think Twice," Mike Birbiglia's wonderful new film, is so spot-on in its evocation of that whole "scene," onstage and off—its intimacy, competition, struggles and rhythms—that at times it feels like a documentary. The movie has the patience and intelligence to approach extremely esoteric concepts: improv's "group mind," the generosity of good performers, the specific rules of improv and how they impact the group outside the theatre. Birbiglia is a stand-up comedian and director ("Sleepwalk With Me," his first film), with a background in improv. Not only does he know that world so well, he also knows how to communicate it to an audience. "Don't Think Twice" is hilarious, yes, but it's also thoughtful and sad and sweet. Birbiglia knows how to communicate those things, too.

"Don't Think Twice" follows a New York-based improv group called, appropriately, "The Commune" through a year in their lives. The Brooklyn theatre where they've been doing improv has been sold, and homelessness approaches. It's a very New York problem, as small black-box theaters disappear one by one, gleaming condos and Starbucks rising in their place, a situation that strands the non-Union theatre scene in a desert. The Commune casts around desperately for an affordable space, and along with that are the trials and tribulations of each group member. It sounds like "Don't Think Twice" is your run-of-the-mill, 20-something ensemble comedy, but it's not. Grounded in a very specific scene, it understands the world in which these characters operate, and what happens when a close group like that faces fracturing change.

Before the story gets going, there is a brief introduction to the history of improv, as well as an explanation of improv's three rules (the most important being saying yes). More commonly known as "Yes, and ... ," this means that a performer says "yes" to everything that happens on-stage. One of the cardinal sins of improv is saying "No." Example: One person points a finger at another person and shouts "Bang bang!" The person who was clearly just shot at says, "That's not a gun, that's your finger." The line might get a laugh but it ends the scene. "Yes, and ... " makes sure that a scene continues, creating the environment of acceptance that makes all good improv possible. "Yes, and ... " is how Birbiglia and his ensemble approach every scene in the film.

Birbiglia plays Miles, a little bit older than everyone else in the group. He taught most of them in improv classes and struggles with bitterness and hurt because, one by one, his students have surpassed him professionally. Jack (Keegan-Michael Key, from "Key & Peele," beautiful here in a complex performance) and Samantha (the superb Gillian Jacobs) are in a comfortable relationship that is then challenged when Jack seems like he's advancing. Lindsay (Tami Sagher) is a trust-fund baby who lives at home and doesn't have to shlep around in a day job. She feels guilty about her privilege. (This is another extremely accurate observation about any theatre scene: the unfair envy towards those whose family has money.) Bill (Chris Gethard) slaves over his writing submissions to "Weekend Live"—a clear replica of "Saturday Night Live," one that the group watches religiously, poker-faced and jealous—until he is distracted by his father falling ill. And finally, there's Allison (Kate Micucci), who is excellent at improv but has a secret wish to complete her graphic novel. Some stories get more attention than others, although there is a clear through-line for each character.

The major catalyst for change in the group is when one member auditions for "Weekend Live" and actually gets cast. They're elated, and the group is too: one of their own has made it! Nobody wants to ruin the winner's moment, but the mixed feelings are palpable. It's reminiscent of Oscar Wilde's great thought: "Anyone can sympathize with the sufferings of a friend, but it requires a very fine nature—it requires, in fact, the nature of a true Individualist to sympathize with a friend’s success." The selected one has mixed feelings about leaving their friends behind, and is not presented as soulless and evil for abandoning the group and going after the brass ring. "Don't Think Twice" is insightful on how success changes relationships. One of the most accurate things about Birbiglia's film is about how it also later admits that success doesn't look just one way. Outward success (fame, fortune) has value to some, but not all.

"Don't Think Twice" is meticulous in its progression but also free-form in style. Parties and hanging out at the bar are punctuated by group "bits," each person riffing on whatever happens in the moment. Jack and Samantha's relationship is a case in point. Movies don't often show couples who place such a high premium on being funny for one another. Couples like that exist. When do we ever get to see them? There's a lot of improv in the film, and those scenes could have been awful if it felt like these were rehearsed "bits" as opposed to spontaneous events. Whatever was planned and whatever was unplanned is not at all evident, and Joe Anderson's intuitive, flowing camera moves around on the stage, in the thick of the action. You can see why people flock to The Commune's shows week after week, in the same way Chicago audiences still flock to Second City and ImprovOlympic (now known as The iO).

Improv is a great model for society, which explains why people devoted to improv talk about it with an evangelical gleam in their eyes. What would it be like if we all listened to one another like that? What would it be like if we accepted one another's contributions with generosity and openness? What if we approached every interaction not with "No, but ... " but with "Yes, and ... ". Birbiglia's beautiful, sneakily profound film shows a world where "Yes, and ... " is the default. 

Sheila O'Malley

Sheila O'Malley received a BFA in Theatre from the University of Rhode Island and a Master's in Acting from the Actors Studio MFA Program. Read her answers to our Movie Love Questionnaire here.

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Film Credits

Don't Think Twice movie poster

Don't Think Twice (2016)

Rated R for language and some drug use.

92 minutes


Mike Birbiglia as Miles

Gillian Jacobs as Samantha

Keegan Michael Key as Jack

Chris Gethard as Bill

Tami Sagher as Lindsay

Kate Micucci as Allison






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