While many of us are working in tight-knit groups with friends and frequent collaborators, we have one thought in our back pocket: If one person in the group makes it, they can bring the rest up with them. This concept might be true in every creative world except the cutthroat business of live improvised comedy. Shows like SNL represent the only end-game career for many comedians, and the last true mainstream sporting arena for live comedy. But is it truly the right game for everyone? When does a joke go too far?

This is the subject of director Mike Birbiglia's Don't Think Twice, his sophomore effort as a director after a SXSW-winning run with his first film Sleepwalk With Me in 2012. Birbiglia's cinematic gaze has handled the world of comedy before, but not quite like this — playing deftly to an uproarious and emotional crowd at the packed Paramount theater in downtown Austin, the film seemed to have a strong effect on everyone in the room.

No Film School spoke with Birbiglia and creative producer Ira Glass about making a scripted improv movie, finding the right cast, and why you don't need money to hone your ideas.

"In a lot of ways, making a film really is like an improv show, except it's seventy people instead of six."

NFS: I wept during this movie. It's the best film I've seen at the festival so far.

Glass: Do you make movies, too?

NFS: Yeah.

Glass: It's awful, isn't it?

NFS: It really is. It's extremely stressful and painful.

Glass: Seriously. I'm so glad it's not my actual job.

NFS: Obviously you've been a well-known radio figure for a while, so how did you transition into movies?

Glass: Well, it's more like Mike just pulled me in.... He pulled in a lot of people. I wish I had a sophisticated answer to this. With the first film, Mike said he was going to go ahead and do it, and he was showing me scripts, and I started giving him notes, and then got more and more involved in the rewrites. Then I was just like, "Oh, this is kind of interesting." One thing led to the other, and then with this film, I was very firm that I didn't want to be involved at all. Then I just kept getting invited to readings, kept going, and then I found out I have opinions about things, and then I kept saying them. Against my better judgement, I ended up being way, way involved.

[Birbiglia enters the room.]

Birbiglia: It's a great premise, No Film School.

NFS: I assume that there was no film school involved in your education, right?

Birbiglia: No mother fucking film school. You could put that on the record. 

Mike Birbiglia Sleepwalk With MeCredit: "Sleepwalk with Me," dir. Mike Birbiglia

NFS: Casting is so important for any movie. David Gordon Green is somebody who says, "There's no such thing as a great script. There's just great cast."

Birbiglia: That's what Woody Allen says. 90 percent of the movie's casting.

NFS: Right, and I think that's huge for this one in particular. How was the process of casting? How did you know when you had the right people?

Birbiglia: Tammy and Chris I improvise with in UCB [Upright Citizens Brigade] all the time. The last couple of years we have done this show called Mike Birbiglia's Dream every Wednesday. They would come to the readings. I would have these readings at my house, nine or 10 people.

Speaking of No Film School, I always say that when people have screenplays, you should invite your friends over and have them read the parts out loud. Ask them what they really think. Ask them what their experience was. I feel like there's so much, "How do I get and agent?" and I feel like a lot of it you can do. I always tell people to make a five-minute version of what you have with the camera technology that you have. You can make it with your phone; Tangerine, you know what I mean? It's unbelievable what you can do right now, but I don't need to tell you.

NFS:But surprisingly, you have to remind people of these things because it's so easy to forget the most basic thing: writing doesn't cost you any money.

Birbiglia: Nope. You have an apartment, you have a kitchen table. You have friends, hopefully. I can't guarantee that, but if you don't have friends, there might be something going on with you.

Glass: That transcends your problems as a filmmaker.

Birbiglia: So, casting. Lena Dunham read the script and kind of voluntarily said, "You should get Gillian Jacobs to do this," so I watched all of her stuff. I was like, "She's brilliant, but she's never played a part like this," and Lena Dunham was like, "Gillian Jacobs can do anything." It was such a prophetic statement because she learned how to do improv. She did live improv shows with us in [rehearsal] for two weeks.

Glass: Can we just say how frightening that is? I know because I talked to her before that happened. Basically, Tammy and Chris are two of the most experienced improv people in New York, in the world, really, and then Keegan —

Birbiglia: Keegan is probably one the top ten most famous sketch comedians in the last decade.

Glass: Right, and so she's on stage with the three of them, and she's never done it before. A lot of the stuff that she made up is in the film. It's real improv.

Birbiglia: She's a wild talent who's on the verge of being a major movie star.

Gillian-jacobs-loveCredit: Gillian Jacobs in "Love"

NFS: What were the challenges and fun problem-solving regarding the decision to film improv with a camera?

Birbiglia: A lot of it had to do with me and Joe Anderson having long conversations asking, "Why is it boring when we show theater in movies?" 

Glass: Theory one: Theater is boring.

Birbiglia: That's not true. We said, "Well, it's from the perspective of the audience and it's static and it's not necessarily interesting," and so we were like, "What are some ways that we could approach it?" and so we thought, if the camera becomes one of the improvisers, then that'll feel like something more emotional, and it will feel more intimate. You know, how could we do that? We do it like steady cam, the way David O. Russell shoots like a fight scene or a dancing scene.

"Producing is just trying to organize things that keep falling apart."

NFS: How many shoot days was this?

Birbiglia: Twenty-five. I kept a real close eye on the budget. I was like, "Where is this money going?" Which is an important thing to do.

NFS: What kind of camera did you use?

Birbiglia: ALEXA, and I'm glad we did.

NFS: A mentor of mine would tell me that producing is running a circus: you round up the monkeys, you put them in the cages, and then you go to a place and let them out. Then you get the monkeys into the cages and you go to the next place and do it again. Ira, what your experience of managing improvising monkeys?

Birbiglia: Well, Ira's a monkey. That's the problem with that question.

Glass: Exactly.

Birbiglia: Managing other monkeys is hard when you're a monkey.

Glass: Yeah. My job as a producer wasn't that kind of a job. I wasn't involved in the physical production. Basically, my role was restricted to things that Mike thought I would be able to do. I give notes on the script over and over and over and then sat in the editing room.

Birbiglia: He did a lot of sound and music composition.

Glass: Sound and music, yeah. The audio stuff that I know something about, so it's a lot easier. I do think that producing is a horrible job. Movie producing is just ridiculous. Seriously, it takes forever. It's not like you're the actor; that's really fun. If you're the director, it's really fun, or if you're the script writer, writing is really fun. Producing is just trying to organize things that keep falling apart.

Birbiglia: I always say that the analogy of directing is being a camp counselor, or student counsel president, which I was, I don't want to brag. You know, you go like, "Okay. We're having the homecoming dance. You're on streamers, you're getting a DJ, you're going to be on clean-up committee, you're going to get pigs in a blanket." Then you convince everybody it's going to be so fun, and you know it won't. You secretly know it's not that fun. You got to just be like... I forget who said it, "the best actor on the set is the director."

NFS: For you, Mike, what were the obstacles of acting and directing simultaneously?

Birbiglia: That's really hard. I actually asked Ben Stiller that (who may or may not make a cameo in this film). He read the script in June, called me from Italy, working on Zoolander 2 and was like, "This script I really like." He had a couple of notes. I go, "How do you act and direct? I've done it once, but you've done it in so many movies." He goes, "You just have to be honest with your actors. Just say, 'Look, it's hard, it's not easy. I'm not going to pretend it's not hard,' and just be a good listener if people are not feeling comfortable about the process." I feel like I got better at that from my first film to my second film. For my first film, I was a little wobbly I think in some ways. 

I said in our first production meeting, "Just so you know, guys, no assholes here. You're hand-selected. No one in your past has told me that you're an asshole, so if you're being an asshole, no one's heard about it, and that's the way we want to keep it. No asshole policy. I don't want screaming, I don't want yelling, tantrums. I can't handle it. I'm not going to do it, and if you do it, you're gone." I also said, "Everybody in the film knows what the vision is, so if it's feeling wrong, you can voice that. My AD will voice it; my cinematographer will voice it. We're all going to do this together." In a lot of ways, making a film really is like an improv show, except it's seventy people instead of six.

NFS: What do you think is the biggest thing you learned making this film, as a filmmaker or as a producer?

Glass: Weirdly, the film was written as trying to be super realistic. When we got into the editing room, we ended up cutting lines all through the film that just seemed like lines in a movie.

Birbiglia: Yeah. Anything witty we cut.

Glass: Also, there were certain expositional moments. Right now, there's a scene early in the film when you come in on a bar where they're talking about how the theater's going to close. It was written in the script as more of the inciting incident of the film. It felt like such a movie in such a corny way that we cut it back to where they're all just talking about it. You almost come in mid-conversation. You know, Keegan gestures to Mike to come over to the table and join this mid-conversation thing. That happened in probably one scene out of three. We would cut whole bits out.

Birbiglia: Craig Mazin who hosts Scriptnotes podcasts says — and everybody says this who writes screenplays — a lot of times you put things in you know are going to be cut, just so that we all know what the movie's about.

NFS: Mike, what did you learn?

Birbiglia: A lot. Elia Kazan's directing book is, I think, one of the great directing books of all time. He says (in relation to actors, but it's really true of all department heads), "Ask the actor why they want to do the movie and don't lead them to the answer." In Sleepwalk with Me, I made that mistake with a couple of people. I asked them why they wanted to do it, and then I led them to the answer. We want to believe that this person has the same vision that we do, so we go, "What it's about is..." Then they say, "Yeah, what it's about is..." and they just repeat it back to you what you've said. With this one, I wouldn't do that, and I feel like it worked.

There's not a single person who worked on this movie who I don't think gave everything to it. With Sleepwalk, a few people maybe weren't making the same movie. We fixed it in post. In this one, we're all making the same movie, and I think for the next one, I just need a little more time. That's what directors always say: I need more time, I need more time, I need more time.

For more, see our complete coverage of the 2016 SXSW Film Festival. Listen to our podcasts from SXSW (or subscribe in iTunes):


No Film School's coverage of the 2016 SXSW Film Festival is sponsored by SongFreedom.

'Don't Think Twice' opens theatrically in the U.S. on July 22, 2016.
For more, see our complete coverage of the 2016 SXSW Film Festival.