Improv is all about “yes, and,” taking what your scene partner says, and building off of his or her statement.

It’s a rule many great filmmakers swear by, including writer-director Mike Birbiglia. He stars in his latest feature Don’t Think Twice amongst an all-star cast of actors, writers and improvisers.

Though best known as a comedian, Birbiglia became a filmmaker to watch with his autobiographical debut feature, Sleepwalk with Me, in 2012, which covered his own experiences as a struggling comic. This year he returns to the screen with a film about a struggling improv troupe, and how their dynamic shifts when one of them succeeds.

Birbiglia takes great pride in his ability to openly collaborate with both his cast and his crew while still maintaining the guiding light of his cinematic vision. His creative partners concur.

“I think Mike’s strength, as a performer and a writer, is that he’s seeking naturalism,” said This American Life’s Ira Glass, who has produced both of Mike’s films. “He wants it to feel real. And because he’s also an actor, he works with his actors really well.”

I spoke with Birbiglia at the 2016 South by Southwest Film Festival on how he goes about finding comedy in natural performances, and what he’s learned since his first film.

(L-R): Kate Micucci, Mike Birbiglia, Keegan-Michael Key, Chris Gethard, Tami Sagher and Gillian Jacobs in Don’t Think Twice

Andy Young, MovieMaker Magazine (MM): You have this really talented cast at the top of their game but at varying levels of improv experience, so I’m really curious about the rehearsal process.

Mike Birbiglia (MB): Well, it was two weeks of improv workshops. Liz Allen was our coach; she has written a couple books about improv and studied with Del Close in Chicago. For some of us, like Keegan [Michael-Key], Chris [Gethard] and Tami [Sagher] it was a refresher, for others like Kate [Micucci] and Gillian [Jacobs], it was from scratch. The group really coalesced right away; I would send them these emails where I’d say like, “Guys, this is gonna be like college. This is gonna be like when you auditioned for your first play, or your first improv group or whatever. We’re gonna all come at this in a really pure way, like a ‘clear-eyes, full-hearts’ kind of way.” They all did it, and I’m so lucky. I don’t know if I’ll ever get a cast this great again.

MM: One of my favorite things about Sleepwalk with Me was the cinematography, especially impressive for a first film. You have such a strong cinematic vision in both films, so I’m wondering, what’s your process like with collaborating with your DP?

MB: Joe Anderson and I have a really similar temperament and a dedication to film. We’re both cinephiles, we love film. My biggest thing was, “We need to talk all the time for a couple months about the look, and develop it, and find it.” I, Joe, Scott Kuzio [production designer], and Chris Mangus [location manager] would walk the streets of New York together four, five, six miles a day, shooting stills and talking about, “What would this feel like? How could this go?” And I think it was Errol Morris who once said, “You set up the perfect shot, and then you kick the tripod.” Joe and I always had that philosophy with the camera work, and this movie has that in spades. If something looks too symmetrical, we’re like, “Get Wes Anderson off the set. We’re making a different movie.”

MM: This film overall has a lot less movement than Sleepwalk, yet you primarily covered improv scenes with Steadicam.

MB: Right. The biggest question for us was, “How do we shoot the improv?” because shooting theater is arguably the most boring thing you can possibly film. When you’re watching theater live it’s thrilling, and then you watch it from a single-wide and it sucks. We wanted the improv to feel like a dance scene or a fight scene. We wanted it to feel like you were improvising; you’re not an audience to these people, you are one of the improvers and these are your friends. We wanted you, the audience, to be in love with the characters, and to be in love with improv.

Birbiglia (as Miles) and Micucci (as Allison) in Don’t Think Twice

MM: I’m curious: What’s the first thing you do when you step on set?

MB: There’s a great book that Miguel Arteta recommended to me called The Total Film-Maker.

MM: Is that the Jerry Lewis one? It is such a great book, especially for comedy directing.

MB: Yeah, It’s incredible. He says this great line, “First thing in the morning, give everybody the million-dollar hug.” That’s to me what it’s about. You come in with high energy and love for everyone on the set. I said in my first crew meeting, “Congratulations, you’re not an asshole. I’ve vetted you, I’ve called everyone you’ve ever known. If you’re an asshole on this movie set, it’ll be the first time [that you’ll be one] because I’ve checked.” I said it to the cast too, “There are no assholes here. I’m not gonna yell, and I don’t wanna hear you yelling.”

MM: Especially because both improv and filmmaking are such a collaborative art form. I’m referring to the fact that you’re a stand-up comedian, which is a little more isolating in terms of you doing all of your own work at every step, as opposed to a film where there’s 80 other people helping you tell this story.

MB: Yeah.

MM: I’m fascinated with actor-directors, especially when they do it simultaneously. I can’t imagine having to balance both those tasks. What have you learned in the last four years since Sleepwalk with Me as an actor, from all the great directors you’ve worked with?

MB: That’s actually one of the reasons I’ve taken a lot of this acting work, is to see how other directors work. You get this apprenticeship in a way by being an actor. So much of being an actor is being around the set and watching: “Oh, this is how Judd Apatow runs a set.” What I can learn from all of them is incredible. You know, with Judd, it’s like he has just a very calm set. He’s very relaxed, it doesn’t feel like you’re under a ton of pressure. I just did a movie with Adam Leon, Tramps—his follow-up to Gimme the Loot. The way he runs his set, you know, it’s very long set-ups for very precise shots. He has a very calm demeanor, like, “This is gonna be a long time. We’re gonna be here a long time.”

With Orange is the New Black it’s amazing because you’re constantly working with great directors every week. In terms of acting and directing simultaneously, I think a lot of it has to do with prep. I asked Ben Stiller for advice about it because he’s done it so many times so well, and he said a lot of it has to do with communication with your actors. We are surrounded by people, in the crew and cast, who are in sync and have a mind-meld about the vision of the film, so you are safe. If you want more takes, we’ll do more takes. I always said that to the actors and on three or four occasions, Gillian said, “Mike, can we just do one more?” “Absolutely.” It comes down to trust. If your actors don’t trust you, you’re screwed.

Gillian Jacobs plays Samantha in Don’t Think Twice

MM: I want to ask about your editing process. I’ve talked to directors that essentially have cut the movie in their head before they shoot it, and I’ve talked to just as many who are just ready to see what happens on set. Where do you lie in that spectrum? Do you know exactly where you’re going to cut, or are you ready for surprises?

MB: Both. I have a version in my head, and I’m totally open to the idea that it might end up being something else. I think that’s the key to every facet of the process. Frank Oz told me that he didn’t start cutting his movies in his head until his fourth or fifth movie. I don’t think it’s as easy as people think. I’m better at it on the second film than I was on my first one, certainly. Geoffrey Richman, he’s our editor, he’s brilliant. He cut Knight of Cups for Terry Malick—Jeff calls him “Terry” and I’m like, “Um, I’m a little bit uncomfortable with this. Can you please say ‘Terrence?'” [laughs]—he cut that, Michael Moore’s Sicko, and Sleepwalk with Me. He’s such a great collaborator, I think he’d be a great filmmaker on his own. I asked him once, “Do you think about directing films? Because you have such an uncanny grasp of all of this footage and so many creative ideas.” He goes, “I love editing too much. It would take me away from editing. I just love editing.”

MM: Your first film covered stand-up, and this one covers improv. The obvious question is, what art form do you want to cover next?

MB: Mime. It’s going to be mime, then it’s going to be clowning.

MM: Then you have to get to juggling.

MB: Of course, juggling, commedia dell’arte….

MM: But seriously, have you thought about what you want to do next—or do you even think about your films in those terms?

MB: You know, I have three or four ideas on my board right now, and they actually have nothing to do with comedy. And what’s funny is, this movie isn’t really about comedy, it’s about these friends.

MM: Yeah, for a film directed by a comedian about a group of improvisers, it gets surprisingly heavy.

MB: Yeah, and I have to give a lot of credit to my producer Ira Glass, and also Cold Iron Pictures with Miranda Bailey and Amanda Marshall, who did The Diary of a Teenage Girl and Swiss Army Man. They were wildly supportive and really helped me create a film that a studio would just never make. That’s the thing festivals like SXSW really celebrate, which we’re so lucky that Janet Pierson puts so much time and dedication into this festival. It’s important to celebrate these types of movies that studios will not make because they’re not affiliated with another movie that was successful, that wasn’t affiliated with a comic book, that wasn’t affiliated with a toy franchise. If it weren’t for people like Cold Iron, those movies just wouldn’t get made. I really appreciate them and people like Janet for celebrating those.

Members of improv group the Commune take the stage in Don’t Think Twice

MM: I don’t know if you heard yet, but they just announced today that they’re making a fifth Indiana Jones.

MB: I mean, it’s not that I don’t like studio films. It’s just the hit ratio, of how good they are compared to how many bad ones there are. I think that’s why the Nolan Batman films were so well-received, because it’s like, “Oh, here’s this incredible filmmaker, and he took the franchise and turned it on its head.” Same with Lord and Miller’s stuff. It’s almost like these subversive filmmakers are sneaking art into studio films.

MM: Exactly. I feel like I could see you getting to that level. I want to see Mike Birbiglia take over a Play-doh movie or something like that.

MB: Yeah.

MM: I want to ask this question specifically about directing comedy films. What advice to you have to directors that want to do comedy? Because to me, that’s way harder than drama.

MB: I believe it is. For me, it’s all about the reality of a situation. If you watch Spinal Tap, for example, there’s this believability of, “Wait, are those actual roadies?” That plays into the camerawork, and it plays into the acting, and it plays into all the departments. To me, the more real you make your movie, the funnier it will be. It’s like you want audiences to be so pained by the reality, to the degree to which it feels like their life, that they’re laughing. You know, if there’s one thing that I feel like is a growth from Sleepwalk with Me to Don’t Think Twice is that Sleepwalk is about basically a single protagonist, and this is about six characters. I always said to the actors on set, “Best-case scenario, people watch this in France, and they go, ‘Let’s go to New York and see [fictional troupe] The Commune.'” It’s like they think this fake improv group is real. Because I love it when you see like a Japanese film or something and you go, “These are the people, right?” Even like The Lego Movie is a good example; the actors play it very real. And in 21 Jump St., which is another Lord and Miller movie, a lot of my favorite stuff in that movie is the incredulous looks from Jonah Hill. Comedy is all about the reaction shot, and the air you give those moments. MM

Don’t Think Twice opens in theaters July 22, 2016, courtesy of Film Arcade. All photos courtesy of Jon Pack.