Arlington became a little less hip last Saturday at 11:20 p.m.

It happened on the top floor of Ballston Common, when 40 improv players dressed in blue and black paraded out like in a Fellini movie to applaud spectators after the final performance at the Comedy Spot.

The edgy club for a decade has been sandwiched between the more antiseptic Radio Shack and Regal Theater. But with the coming makeover of the struggling central Arlington mall, the Comedy Spot capitalized on an expiring lease to decamp for the D.C. Improv.

Liz Demery, owner and artistic director since 2001, felt well treated by Ballston mall, which in 2005 built her group—originally housed in a small section of Macy’s — a 180-seat facility in the space used by Victoria’s Secret (now one floor below). Through the years, she and the performers (nearly all of whom have day jobs) filled it at half or two-thirds capacity with unrehearsed shows for weekend date nights, kids’ birthdays and corporate events.

The Feb. 28 finale was the “Blue Show,” meaning audience and players 18 and up were free to let the wordy dirds fly. (The early evening show, offered under the brand ComedySportz, was family fun.)

Dan, the audio-visual staff, showed me the keyboard and sound board with which he pumps up improvisers’ energy with sound effects, percussion or throbbing rap music. “Tonight there’s a massive amount of performers on stage, while there’s usually four or five,” he said. Many flew in from California and Florida, where some do professional acting.

Lots of hugs at this reunion of players from the Comedy Spot’s glory days. They performed in sneakers and shirttails untucked. They sweated as they braved rejection for their efforts at instant humor as they uninhibitedly reveal inner thoughts.

Improv relies on split-second free association, playing as an ensemble, tossing other performers a verbal trapeze. The spare stage, with a few blue and red lights, is empty but for four stools.

Host Mike Gregorek blew a whistle like a referee — he’s a pro performer in New York City but hosted in Arlington from 2004-07. He divided the can’t-be-shy audience into sections — “you guys are my C Section”– and exhorted us to “go wild,” preparing us to vote on the player teams’ performance by applause.

Gregorek called for suggested prompts in categories like “foods” or “scandals.” To which the players held forth while the emcee egged them on or cut them off for lame-o results.

One topic was “cheap funeral.” Response: “Let me empty out the cooler so we can put the body in.” Another involved creating pick-up lines spoken by different players one word at a time.

Some of it is clever, some too obvious. I found it refreshing that not all the players are conventionally beautiful. “It’s all about making each other look good, trust, and the group mind,” Demery told me.

Marking the troupe’s final Arlington appearance, the emcee said, “We’re finally getting out of this [unprintable] mall…”

But to the director, mocking the mall is just “an easy joke”—shopping- center comedy is a proven convenience in modern suburban life.

Downtown, the Comedy Spot will continue to perform for children and adults. But it will also still teach improv classes at Ballston mall, Demery said. “We may come back for an outdoor performance to thank them.”