Yes, But ...

DON'T THINK TWICE (B+) - It's been a four-year wait since Mike Birbiglia's wonderful autobiographical debut feature, "Sleepwalk With Me," so maybe the expectations were too high for this rather tender paean to the world of improvisational comedy.
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Whereas "Sleepwalk" (our No. 7 film of 2012) felt raw and real and freewheeling, "Don't Think Twice" feels a little too smooth and fine-tuned. It is smart, funny, insightful and sweet; but you get the sense that there's a punch or two that has been pulled or a few scenes that got polished too fussily. You wish it were just a bit more ragtag, like Del Close would have wanted.

The story follows three guys and three gals who have cohered into a comedy machine, selling out their small performance space and nurturing each other as longtime friends. Samantha (Gillian Jacobs) and Jack (Keegan-Michael Key), who are a couple, are the standouts. Miles (Birbiglia) is in his mid-30s and has missed his moment, contenting himself with sleeping with his young improv students. Allison (Kate Micucci) is the pixiesh cartoonist with confidence issues. Lindsay (Tammy Saghar) is a pot-smoking trustafarian who seemingly lacks ambition. Bespectacled Bill (Chris Gethard) is a classic neurotic type who wants desperately to please his hard-bitten father. The group members needle each other lovingly, unafraid of hitting an occasional nerve or crossing the line of good taste.

One night, producers from the SNL-like "Weekend Live" show up in the audience scouting talent, and Sam and Jack get the call to audition. Sam is apprehensive, but Jack leaps at the opportunity -- and gets hired. The rest of the film whirls around in the tepid vortex of jealousy, back-stabbing and recriminations, as the group forges ahead while Jack starts to make his mark with a few of his stock characters. The others maneuver to get writing samples in his hand and he tries hard to keep his relationship from tipping over.

One of the best qualities here is the cast. Besides Jacobs' Sam, no one is outrageously funny but rather more workmanlike -- and thus believable as struggling comics. Jacobs is brilliant as a physical comedian and mimic. Birbiglia gets writing credit, but I can't help thinking that Jacobs brought some great ideas to the set. Her imitation of Gena Rowlands from "Woman Under the Influence" as a baseball umpire is beyond inspired and is easily the funniest moment of the movie. The others, even Key, really can't keep up with Jacobs (whom I know only from her turn as the insufferable Mimi-Rose on HBO's "Girls," having missed the NBC sitcom "Community").

Birbiglia has a knack for storytelling, and he crafts the narrative carefully. The result is both loose but mannered. But his big idea here isn't particularly fresh. He borrows more than a few things from the standup movie "Punchline," including the central theme:  a group of comedians competing for a shot at the big time, harboring quiet venom for the cocky front-runner among them. What felt fresh and edgy a generation ago now feels safe and assured.

"Don't Think Twice" has plenty of memorable moments and a generous helping of one-liners and callbacks. I should "Yes and ..." Birbiglia here and high-five his high-wire act. Yet, I can't help but nitpick it; blame that on heightened expectations. The little things add up. Bill's lines too often express Big Themes and don't advance his character adequately. The narrative arc is a little too neat. A cameo by Ben Stiller falls shockingly flat. The relationship among the characters can be a tad saccharine, even when they are supposed to be at each others' throats.

This had all the ingredients to be an instant favorite. You walk out smiling but wishing that this troupe had really nailed it.

BONUS TRACKS
In the trailer, you get a snippet of Jacobs as umpire Rowlands, but it doesn't do it justice:



And the title track. Roger Neill performs an elegant piano version of Bob Dylan's "Don't Think Twice, It's All Right." Here's Dylan's original of his epic kiss-off song: