Mike Birbiglia’s second feature, Don’t Think Twice, tells the story of an Improv troupe in the throws of change, change that eventually leads to its disbanding. As the gangs’ lives begin to fracture, both apart and together, each character explores his or her place in the comedy world, steering the group toward comedic genius, disappointment and/or existential enlightenment.

The troupe, known as the Commune, performs in a lower-Manhattan theater for low-cost admission. While their crowds are small, they’re engaging, and that’s more than satisfying to Miles (Birbiglia), an Improv teacher, and the rest of his pals, including Sam (Gillian Jacobs) and Jack (Keegan-Michael Key). While the theater they perform in is about to close, the movie skips over 80’s tropes of saving the establishment, and instead aims much higher when Sam and Jack get called in to audition for Weekend Live, an SNL-type show bound to shoot them into super-stardom. The rest of the gang mutters their congratulations, but the unspoken dread that exists among the outliers bubbles to the surface as they wonder: What if I don’t have the chops to make it?

Birbiglia’s stand-up is based in realism, imbued with introspection, heart and his own life experiences. Don’t Think Twice piggybacks on this approach. While it could easily flail in many ways, it never does, properly recognizing each character’s dreams and insecurities, and then dealing with them head-on. We see Kate Micucci’s Allison struggle with her sketch book while falling into the Commune’s background; we watch Tami Sagher’s Lindsay as she struggles to get out of her friends’ shadows and out of her parents’ apartment; we see Chris Gethard’s Bill have to put everything aside to deal with a dying father. And then there’s Miles…the group’s leader who just can’t handle Jack’s success with a mote of grace, which adds the unhealthiest layer of dissension among the group.

The cast of six gels so naturally that it’s hard to choose sides when conflict arises. Key nails the “obvious star” vibe and the uncertainty that comes with breaking big. Birbiglia represents a masculine “always the bridesmaid” scenario, as Miles grapples with the “Why not me?” question that soon haunts him. But it’s Jacobs who grounds the film, as a woman who’s fine with the current scale of her life, even though bigger opportunities present themselves. I don’t think it’s a far reach to say that this is the best we’ve seen from every single one of the six actors present.

In its short 92 minutes, the movie develops each character with aplomb, asking each of them some very difficult questions. Not only is it hard to watch others rise to success, but it’s even harder to come to terms with the fact that sometimes passion and talent aren’t enough—and for many inside the creative arts, that’s a scary notion to process. Thanks to Birbiglia, its the kind of scary that comes with a tremendous amount of depth and nuance, making it without a doubt one of my favorite films of the year. Grade: A