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For a film about comedians, by comedians and even for comedians, Mike Birbiglia’s second feature, Don’t Think Twice, is more of a dramatic piece about people who just happen to be funny. Centered on an improv troupe filled with members who are far too old to still be searching for stardom, Don’t Think Twice is a wonderfully directed film that gives some of today’s top comedy stars a chance to test their dramatic skills.

The Commune - made up of Jack (Keegan-Michael Key), Miles (Birbiglia), Allison (Kate Manucci), Bill (Chris Gethard), Lindsay (Tami Sagher) and Samantha (Gillian Jacobs) - has been performing together for years, but their Off-Broadway theater is about to close down for good.

While most of them are searching for ways to keep the group going, Jack is antsy. When he learns that a producer for Weekend Live (a Saturday Night Live-style show that everyone hate-watches because it’s the only live event in comedy), Jack showboats during one of their final performances. Jack passes the audition and his success splinters the group and drives a stake between him and Samantha, who he’s dating as well.

What’s really fascinating about the script is how everyone is involved and none of them are really “lead” actors in the traditional sense. Each character has their own background problems and derailed dreams. The idea that yet another one of his students makes it enrages Miles, who still thinks he was “inches away” from his own part on Live. Allison struggles to finish a graphic novel she’s been writing for nine years. Lindsay just got fired and lives with her rich parents. Bill’s father nearly dies in an accident. Samantha is struggling with the idea that her current status quo might not last forever. Although the film only runs 90 minutes, these stories are still woven through, without feeling episodic. The movie wouldn’t be the same without one of these characters.

Birbiglia is a student of improv comedy, and that background really comes in handy for the film. He knows how to bring the camera in on the right moments of the performances, immersing the audience right in the action. Their performances are also funny in themselves, which you certainly need with all the drama going on behind the scenes.

Keegan-Michael Key might be the standout performer here, since we are so used to his comedy on TV through Key & Peele. Sudden stardom has given Key a chance to try new things and, if he wants to do more drama, Don’t Think Twice shows that he can do it. Gillian Jacobs also gives a moving performance, particularly in a scene when she struggles with an audience constantly wondering where their newly successful partner is.

There is one thing that holds back Don’t Think Twice from being absolutely great though. Birbiglia really doesn’t want to show his characters in too much of a negative light. Perhaps there’s still a bone in his body that refuses to let the film devolve into repetitive squabbling. The film’s super tidy ending defies the more dramatic and awkward sequences that made it.

Don’t Think Twice never gets as dark as Birbiglia thinks he can take the material, but he has put together a sterling cast and an overall enjoyable film. Being funny is a serious business, as Birbiglia shows us.

Don’t Think Twice debuted at SXSW on March 13. It is still seeking distribution.