The instability of improv comedy is anxiety-inducing. It’s a journey to a joke rather than a parade of them. It’s an idea of living and dying by the affirmative “yes and” game, comprised of endless bits and a never-ending stream of comedy consciousness. For those that live it in Mike Birbiglia‘s sophomore directorial effort, it creates a family—one built on trust, agreement, support, acceptance and unbridled enthusiasm. Only…what happens when that unit breaks apart? When the showboats and the privileged walk away with the most coveted prizes of all? And the late-in-life realization of dreams lost finally sets in? Don’t Think Twice sheds light on it, with an unbridled authenticity and tender earnestness.

Premise-wise, Don’t Think Twice follows the longstanding, revered troupe better known as the Commune, comprised of ringleader Miles (Birbiglia), goofball Bill (Chris Gethard), cartoonist Alison (Kate Micucci), trust-funder Lindsay (Tami Sagher), talented and quirky Sam (Gillian Jacobs), and the enigmatic Jack (Keegan-Michael Key). When Jack’s comedy cup runneth over—scoring a much-coveted spot on the film’s Saturday Night Live stand-in Weekend Live—the best friends/colleagues must grapple with the fact that all of their dreams of success may not come true, and the growing apart that naturally happens when life paths and plans diverge.

It’s hard to criticize a film that tackles an implicitly imperfect art form—improv is never finished, but rather experienced in the moment before it disappears into the air. Especially when the characters are so well-rendered by their stars. The gang rallies around one another in times of need and family strife, their support of one another and artistic process perfectly encapsulated in their warm-up routine and pre-show jitter moments. Expressing the earnestness of their unbridled vulnerability in those pre-performance moments gives you a glimpse into how these six ended up as best friends.

But that is not to say the film is a perfect film. In many moments, these characters are being viewed through rose-colored glasses, their faults and issues puff-painted as quirky idiosyncrasies, and the way in which writer/director/star Birbiglia orchestrates it all is at once heartening and frustrating in equal measure. Several times throughout the film, their relationship dynamics felt suffocatingly coddled by Birbiglia’s direction—a twinkly music moment here, a silly glance at an obtuse angle there. And though the film is largely downbeat in tone, the cognitive dissonance of the two can be frustrating to watch. Especially because the film really likes these characters, and really, really wants you to like them, too. Whether or not you believe the film is successful in explaining the “why” of these characters’ likability, or why they’re “best friends” beyond proximity and convenience, may have to be entirely personal, based on your own relationships.

Moments where they must confront their own feelings about other people—and their friends’—success are most successful, but it is unquestionably Jacobs who steals the movie, in addition to being the heart center of the film. Her air of contented unpredictability and a lack of a desire for fame (when she’s arguably the most successful, committed member of the team) is fascinating to watch, especially when juxtaposed against the rest of the Commune’s neuroses and responses when Jack ultimately lands the dream prize: a spot in the cast of Weekend Live, a not-at-all subtle mirror for Saturday Night Live.

A mix of scripted and real-time improv performed throughout adds to the film’s nuanced emotional playing field—an impressive feat as the Commune struggles with their own understandings and frustrations. It’s something that’s becoming a bit of a calling card for Birbiglia as his filmmaking progresses and evolves. Though less playful than his first film, Don’t Think Twice is a worthy second feature film from an incredibly promising and insightful comedic voice.

3.5 out of 5 improvised burritos:

Don’t Think Twice hits theaters on July 22nd, 2016. Are you going to see it? Let us know in the comments below!

Images: The Film Arcade

Alicia Lutes is the Managing Editor of Nerdist, and creator/co-host of Fangirling. Find her on Twitter (@alicialutes)!